Taxes and Withholdings. A Participant shall be required to pay, in cash, to the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from this award of Restricted Stock or from any compensation or other amount owing to such Participant, the amount of any applicable withholding taxes with respect to the Restricted Stock upon the date of expiration of the applicable portion of the Period of Restriction, or the date the value of any shares of Restricted Stock first becomes includible in the Participant’s gross income for income tax purposes, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. To the extent permitted by the Administrator, a Participant may elect that any taxes of any kind required by law to be withheld with respect to the Restricted Stock shall be satisfied by the Company withholding shares otherwise deliverable to the Participant pursuant to this Agreement (provided, however, that the amount of any shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to any procedures, and subject to any limitations as the Administrator may prescribe and subject to applicable law, based on the Fair Market Value of the shares of Common Stock on the payment date. The Participant hereby acknowledges that he or she may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock, provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code and the value of any Restricted Shares otherwise becomes includible in the Participant’s gross income for tax or social security purposes prior to the expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other arrangements satisfactory to the Administrator for the satisfaction of) any taxes of any kind or other amounts required by law to be withheld with respect to such Restricted Shares.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Dorian LPG Ltd.), Restricted Stock Award Agreement (Dorian LPG Ltd.)
Taxes and Withholdings. A Participant shall be required to pay, in cash, to Upon the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from this award of Restricted Stock or from any compensation or other amount owing to such Participant, the amount of any applicable withholding taxes with respect to the Restricted Stock upon the date of expiration of the applicable portion of the Period of Restriction, or the such earlier date on which the value of any shares of Restricted Stock first Units otherwise becomes includible in the Participant’s gross income for income tax purposespurposes or on which taxes are otherwise payable, and the Participant authorizes any Tax Withholding Obligations (as defined below) with respect to take such other action as may Restricted Stock Units to be necessary in the opinion of satisfied by the Company by any means to satisfy all obligations for payment of such taxes. To the extent permitted by the AdministratorPlan and applicable law, a Participant may elect that any taxes of any kind required by law to be withheld with respect including but not limited to the Restricted Stock shall be satisfied following: (1) through a sale arranged by the Company through a securities broker (on the Participant's behalf pursuant to this authorization) without further consent from the Participant and the remittance of the cash proceeds of such sale to the Company, under which the Company is authorized and directed by the Participant to make payment from the cash proceeds of the sale directly to the appropriate taxing authorities in an amount equal to the Tax Withholding Obligations; (2) withholding shares Shares or cash otherwise deliverable or payable to the Participant pursuant to this Agreement (the Restricted Stock Unit award; provided, however, that the amount of any shares Shares so withheld shall not exceed the amount necessary sum of all statutory maximum rates in the Participant’s applicable jurisdiction with respect to satisfy required Federalthe Restricted Stock Units, stateas determined by the Company, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to any procedures, and subject to any limitations as the Administrator Committee may prescribe and subject to applicable law, based on the Fair Market Value of the shares of Common Stock Shares on the payment date. The Participant hereby acknowledges that he date (“Net Settlement”); or she may file an election pursuant to Section 83(b(3) of withholding the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock, provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code and the value of any Restricted Shares otherwise becomes includible in Tax Withholding Obligations from the Participant’s gross income wages or other cash compensation payable to the Participant by the Company, a Subsidiary, or an Affiliate, if determined to be necessary or appropriate by the Company. The Company, a Subsidiary or an Affiliate may, in the discretion of the Committee, provide for alternative arrangements to satisfy applicable tax withholding requirements in accordance with Article XVII of the Plan. Notwithstanding the foregoing, if the Participant is at the time of an issuance of Shares pursuant hereto, or has been in the six-month period preceding an issuance of Shares pursuant hereto, a Section 16 Officer, then the Company shall use Net Settlement to satisfy such Participant’s Tax Withholding Obligations, unless otherwise determined by the Committee or the Board. Tax Withholding Obligations means the minimum tax or social security purposes prior to the expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other arrangements satisfactory to the Administrator for the satisfaction of) any taxes of any kind or other amounts insurance obligations required by law to be withheld in respect of the Restricted Stock Units, or such other withholding amount (a “Greater Amount”), up to the sum of all applicable statutory maximum rates (provided, in the case of a Participant who is a Section 16 Officer, that such Greater Amount is approved in advance by the Committee or the Board). Regardless of any action the Company, an Affiliate and /or a Subsidiary takes with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant acknowledges that the ultimate liability for all such taxes is and remains the Participant’s responsibility (or that of the Participant’s beneficiary, if applicable), and that none of the Company, an Affiliate and /or a Subsidiary: (a) makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of the Restricted SharesStock Units, including the grant or vesting thereof, the subsequent sale of Shares and the receipt of any dividends; or (b) commits to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s (or the Participant’s beneficiary’s) liability for such tax.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Visa Inc.), Restricted Stock Unit Award Agreement (Visa Inc.)
Taxes and Withholdings. A Participant shall be required to pay, in cash, to At the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from this award time of Restricted Stock or from any compensation or other amount owing to such Participant, the amount receipt of any applicable withholding taxes with respect to the Restricted Stock Shares upon the date exercise of expiration all or any part of the applicable portion of the Period of Restriction, Option or the such earlier date on which the value of any shares of Restricted Stock first the Option otherwise becomes includible in the Participant’s gross income for income tax purposespurposes or on which taxes are otherwise payable, and the Participant authorizes any Tax Withholding Obligations (as defined below) with respect to take such other action as may Option to be necessary in the opinion of satisfied by the Company by any means to satisfy all obligations for payment of such taxes. To the extent permitted by the AdministratorPlan and applicable law, a Participant may elect that any taxes of any kind required by law to be withheld with respect including but not limited to the Restricted Stock shall be satisfied following: (1) through a sale arranged by the Company through a securities broker (on the Participant's behalf pursuant to this authorization) without further consent from the Participant and the remittance of the cash proceeds of such sale to the Company, under which the Company is authorized and directed by the Participant to make payment from the cash proceeds of the sale directly to the appropriate taxing authorities in an amount equal to the Tax Withholding Obligations; (2) withholding shares Shares otherwise deliverable issuable to the Participant pursuant to this Agreement (upon exercise of the Option; provided, however, that the amount of any shares Shares so withheld shall not exceed the amount necessary sum of all statutory maximum rates in the Participant’s applicable jurisdiction with respect to satisfy required Federalthe Option, stateas determined by the Company, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to any procedures, and subject to any limitations as the Administrator Committee may prescribe and subject to applicable law, based on the Fair Market Value of the shares of Common Stock Shares on the payment date. The Participant hereby acknowledges that he ; or she may file an election pursuant to Section 83(b(3) of withholding the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock, provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code and the value of any Restricted Shares otherwise becomes includible in Tax Withholding Obligations from the Participant’s gross income wages or other cash compensation payable to the Participant by the Company, a Subsidiary, or an Affiliate, if determined to be necessary or appropriate by the Company. The Company, a Subsidiary or an Affiliate may, in the discretion of the Committee, provide for alternative arrangements to satisfy applicable tax withholding requirements in accordance with Article XVII of the Plan and applicable law. Tax Withholding Obligations means the minimum tax or social security purposes prior to the expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other arrangements satisfactory to the Administrator for the satisfaction of) any taxes of any kind or other amounts insurance obligations required by law to be withheld in respect of the Options, or such other withholding amount (a “Greater Amount”), up to the sum of all applicable statutory maximum rates (provided, in the case of a Participant who is an “officer” of the Company as defined in Rule 16a-1(f) promulgated pursuant to the Exchange Act (or any successor rule), that such Greater Amount is approved in advance by the Committee or the Board). Regardless of any action the Company, an Affiliate and/or a Subsidiary takes with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant acknowledges that the ultimate liability for all such Restricted Sharestaxes is and remains the Participant’s responsibility (or that of the Participant’s beneficiary, if applicable), and that none of the Company, an Affiliate and /or a Subsidiary: (a) makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of the Option, including the grant or vesting thereof, the subsequent sale of Shares and the receipt of any dividends; or (b) commits to structure the terms of the Option or any aspect of the Option to reduce or eliminate the Participant’s (or the Participant’s beneficiary’s) liability for such tax.
Appears in 2 contracts
Samples: Stock Option Award Agreement (Visa Inc.), Stock Option Award Agreement (Visa Inc.)
Taxes and Withholdings. A Participant Any and all payments by or on account of any obligation of the Guarantor made pursuant to, in respect of or in connection with the Guarantee shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Guarantor shall be required to paydeduct any Indemnified Taxes or Other Taxes from such payments, in cash, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) the Lender receives an amount equal to the Companysum it would have received had no such deductions been made, (ii) the Guarantor shall make such deductions and (iii) the Company Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. In addition, the Guarantor shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Guarantor shall indemnify the Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Lender on or with respect to any payment by or on account of any obligation of the Guarantor in connection with the Guarantee (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this provision) and its Affiliates shall have any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the right and are hereby authorized relevant Governmental Authority. A certificate as to withhold from this award of Restricted Stock or from any compensation or other amount owing to such Participant, the amount of any applicable withholding taxes with respect such payment or liability delivered to the Restricted Stock upon Guarantor by the date Lender shall be conclusive absent manifest error. Within 45 days after any payment of expiration Indemnified Taxes or Other Taxes by the Guarantor to a Governmental Authority, the Guarantor shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the applicable portion of the Period of Restriction, return reporting such payment or the date the value of any shares of Restricted Stock first becomes includible in the Participant’s gross income for income tax purposes, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment evidence of such taxes. To the extent permitted by the Administrator, a Participant may elect that any taxes of any kind required by law to be withheld with respect to the Restricted Stock shall be satisfied by the Company withholding shares otherwise deliverable to the Participant pursuant to this Agreement (provided, however, that the amount of any shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to any procedures, and subject to any limitations as the Administrator may prescribe and subject to applicable law, based on the Fair Market Value of the shares of Common Stock on the payment date. The Participant hereby acknowledges that he or she may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock, provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code and the value of any Restricted Shares otherwise becomes includible in the Participant’s gross income for tax or social security purposes prior to the expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other arrangements reasonably satisfactory to the Administrator for Lender. For the satisfaction of) any taxes purposes of any kind or other amounts required by law to be withheld with respect to such Restricted Shares.provisions above in this paragraph 20, the following definitions are applicable:
Appears in 2 contracts
Taxes and Withholdings. A At the time of receipt of Shares upon the exercise of all or any part of the Option, the Participant shall be required pay to pay, the Company in cash, to the Companyor make other arrangements, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from this award of Restricted Stock or from any compensation or other amount owing to such Participant, the amount of any applicable withholding taxes in accordance with respect to the Restricted Stock upon the date of expiration Article XVI of the applicable portion of Plan, for the Period of Restrictionsatisfaction of, or the date the value of any shares of Restricted Stock first becomes includible in the Participant’s gross income for income tax purposes, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. To the extent permitted by the Administrator, a Participant may elect that any taxes of any kind and social security payments due or potentially payable or required by law to be withheld with respect to such Shares; provided, however, that pursuant to any procedures , and subject to any limitations as the Restricted Stock shall be satisfied Committee may prescribe and subject to applicable law, the Participant may elect to satisfy, in whole or in part, such withholding obligations by (a) directing the Company withholding shares to withhold Shares otherwise deliverable issuable to the Participant pursuant to this Agreement (upon exercise of the Option, provided, however, that the amount of any shares Shares so withheld shall not exceed the amount necessary to satisfy required Federalfederal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federalfederal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income); and/or (b) tendering to the Company a number of Shares then owned by the Participant (or by the Participant and his or her spouse jointly) and purchased or held for the requisite period of time as may be required to avoid the Company or any Subsidiary or Affiliate incurring an adverse accounting charge and having an aggregate Fair Market Value as of the exercise date not greater than such tax and other obligations. Any such election made by the Participant must be (i) made on or prior to the applicable exercise date; and (ii) irrevocable, pursuant to any proceduresmade in writing, signed by the Participant, and shall be subject to any restrictions or limitations as that the Administrator may prescribe Committee, in its sole discretion, deems appropriate. Regardless of any action the Company, an Affiliate and subject /or a Subsidiary takes with respect to applicable lawany or all tax withholding (including social insurance contribution obligations, based on if any ), the Fair Market Value of the shares of Common Stock on the payment date. The Participant hereby acknowledges that he or she may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock, provided that ultimate liability for all such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code taxes is and the value of any Restricted Shares otherwise becomes includible in remain the Participant’s gross income for tax responsibility (or social security purposes prior to the expiration that of the applicable Period Participant’s beneficiary), and that none of Restrictionthe Company, an Affiliate and /or a Subsidiary: (a) makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of the Option, including the grant or vesting thereof, the Participant shall pay subsequent sale of Shares and the receipt of any dividends; or (b) commits to structure the Company in cash terms of the Option or any aspect of the Option to reduce or eliminate the Participant’s (or make other arrangements satisfactory to the Administrator his or her beneficiary’s) liability for the satisfaction of) any taxes of any kind or other amounts required by law to be withheld with respect to such Restricted Sharestax.
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Taxes and Withholdings. A Participant shall be required to pay, in cash, to Upon the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from this award of Restricted Stock or from any compensation or other amount owing to such Participant, the amount of any applicable withholding taxes with respect to the Restricted Stock upon the date of expiration of the applicable portion of the Period of Restriction, or the date as of which the value of any shares Shares of Restricted Stock first becomes includible in the Participant’s gross income for income tax purposes, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. To the extent permitted by the Administrator, a Participant may elect that any taxes of any kind required by law to be withheld with respect to the Restricted Stock such Shares shall be satisfied by the Company withholding shares Shares otherwise deliverable to the Participant pursuant to this Agreement the Restricted Stock award (provided, however, that the amount of any shares Shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to any procedures, and subject to any limitations as the Administrator Committee may prescribe and subject to applicable law, based on the Fair Market Value of the shares of Common Stock Shares on the payment date. The Company may, in the discretion of the Committee, provide for alternative arrangements to satisfy applicable tax withholding requirements in accordance with Article XVI of the Plan. Notwithstanding the immediately preceding paragraph, in the event the Participant hereby acknowledges that he or she may file makes an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted StockCode, provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code and or the value of any Shares of Restricted Shares Stock otherwise becomes includible in the Participant’s gross income for income tax or social security purposes prior to the expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other arrangements satisfactory to arrangements, in accordance with Article XVI of the Administrator Plan, for the satisfaction of) any taxes of any kind or other amounts required by law to be withheld with respect to such Shares; provided, however, that pursuant to any procedures, and subject to any limitations as the Committee may prescribe and subject to applicable law, the Participant may elect to satisfy, in whole or in part, such withholding obligations by tendering to the Company Shares owned by the Participant (or the Participant and the Participant’s spouse jointly) and purchased or held for the requisite period of time as may be required to avoid the Company or any Subsidiary or Affiliate incurring an adverse accounting charge, based on the Fair Market Value of the Shares on the payment date as determined by the Committee. Any such election made by the Participant must be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. In the event that the Participant elects immediate Federal income taxation with respect to all or any portion of this award of Restricted SharesStock pursuant to Section 83(b) of the Code, the Participant agrees to deliver a copy of such election to the Company within ten (10) days after filing such election with the Internal Revenue Service. Regardless of any action the Company takes with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant acknowledges that the ultimate liability for all such taxes is and remains the Participant’s responsibility (or that of the Participant’s beneficiary), and that the Company does not: (a) make any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of the Restricted Stock, including the grant or vesting thereof, the subsequent sale of Shares and the receipt of any dividends; or (b) commit to structure the terms of the Restricted Stock or any aspect of the Restricted Stock to reduce or eliminate the Participant’s (or his or her beneficiary’s) liability for such tax.
Appears in 1 contract
Taxes and Withholdings. A Participant shall be required to pay, in cash, to Upon the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from this award of Restricted Stock or from any compensation or other amount owing to such Participant, the amount of any applicable withholding taxes with respect to the Restricted Stock upon the date of expiration of the applicable portion of the Period of Restriction, or the such earlier date on which the value of any shares of Restricted Stock first Units otherwise becomes includible in the Participant’s gross income for income tax purposespurposes or on which taxes are otherwise payable, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. To the extent permitted by the Administrator, a Participant may elect that any taxes of any kind required by law to be withheld with respect to the such Restricted Stock Units shall be satisfied by the Company withholding shares Shares or cash otherwise deliverable or payable to the Participant pursuant to this Agreement (the Restricted Stock Unit award; provided, however, that the amount of any shares Shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to any procedures, and subject to any limitations as the Administrator Committee may prescribe and subject to applicable lawlaw , based on the Fair Market Value of the shares of Common Stock Shares on the payment date. The Company, a Subsidiary or an Affiliate may, in the discretion of the Committee, provide for alternative arrangements to satisfy applicable tax withholding requirements in accordance with Article XVI of the Plan. Regardless of any action the Company, an Affiliate and /or a Subsidiary takes with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant hereby acknowledges that he or she may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock, provided that ultimate liability for all such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code taxes is and the value of any Restricted Shares otherwise becomes includible in remains the Participant’s gross income for tax responsibility (or social security purposes prior to the expiration that of the applicable Period Participant’s beneficiary), and that none of Restrictionthe Company, an Affiliate and /or a Subsidiary: (a) makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of the Restricted Stock Units, including the grant or vesting thereof, the Participant shall pay subsequent sale of Shares and the receipt of any dividends; or (b) commits to structure the Company in cash terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s (or make other arrangements satisfactory to the Administrator his or her beneficiary’s) liability for the satisfaction of) any taxes of any kind or other amounts required by law to be withheld with respect to such Restricted Sharestax.
Appears in 1 contract
Taxes and Withholdings. A Participant shall be required to pay, in cash, to Upon the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from this award of Restricted Stock or from any compensation or other amount owing to such Participant, the amount of any applicable withholding taxes with respect to the Restricted Stock upon the date of expiration of the applicable portion of the Period of Restriction, as of or the such earlier date on which the value of any shares Shares of Restricted Stock first becomes includible in the Participant’s gross income for income tax purposes, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. To the extent permitted by the Administrator, a Participant may elect that any taxes of any kind required by law to be withheld with respect to the Restricted Stock such Shares shall be satisfied by the Company withholding shares Shares otherwise deliverable to the Participant pursuant to this Agreement the Restricted Stock award (provided, however, that the amount of any shares Shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable incomeincome ), pursuant to any procedures, and subject to any limitations as the Administrator Committee may prescribe and subject to applicable law, based on the Fair Market Value of the shares of Common Stock Shares on the payment date. The Company, a Subsidiary or an Affiliate may, in the discretion of the Committee, provide for alternative arrangements to satisfy applicable tax withholding requirements in accordance with Article XVI of the Plan. Notwithstanding the immediately preceding paragraph, in the event the Participant hereby acknowledges that he or she may file makes an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted StockCode, provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code and or the value of any Shares of Restricted Shares Stock otherwise becomes includible in the Participant’s gross income for income tax or social security purposes prior to the expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other arrangements satisfactory to arrangements, in accordance with Article XVI of the Administrator Plan, for the satisfaction of) any taxes of any kind or other amounts required by law to be withheld with respect to such Shares; provided, however, that pursuant to any procedures, and subject to any limitations as the Committee may prescribe and subject to applicable law, the Participant may elect to satisfy, in whole or in part, such withholding obligations by tendering to the Company Shares owned by the Participant (or the Participant and the Participant’s spouse jointly) and purchased or held for the requisite period of time as may be required to avoid the Company or any Subsidiary or Affiliate incurring an adverse accounting charge, based on the Fair Market Value of the Shares on the payment date as determined by the Committee. Any such election made by the Participant must be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. In the event that the Participant elects immediate Federal income taxation with respect to all or any portion of this award of Restricted SharesStock pursuant to Section 83(b) of the Code, the Participant agrees to deliver a copy of such election to the Company at the time such election is filed with the Internal Revenue Service. Regardless of any action the Company, an Affiliate and /or a Subsidiary takes with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant acknowledges that the ultimate liability for all such taxes is and remains the Participant’s responsibility (or that of the Participant’s beneficiary), and that none of the Company, an Affiliate and /or a Subsidiary: (a) makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of the Restricted Stock, including the grant or vesting thereof, the subsequent sale of Shares and the receipt of any dividends; or (b) commits to structure the terms of the Restricted Stock or any aspect of the Restricted Stock to reduce or eliminate the Participant’s (or his or her beneficiary’s) liability for such tax.
Appears in 1 contract
Taxes and Withholdings. A Participant shall be required to pay, in cash, to the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from this award of Restricted Stock or from any compensation or other amount owing to such Participant, the amount of any applicable withholding taxes with respect to the Restricted Stock upon the date of expiration of the applicable portion of the Period of Restriction, or the date the value of any shares of Restricted Stock first becomes includible in the Participant’s 's gross income for income tax purposes, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. To the extent permitted by the Administrator, a Participant may elect that any taxes of any kind required by law to be withheld with respect to the Restricted Stock shall be satisfied by the Company withholding shares otherwise deliverable to the Participant pursuant to this Agreement (provided, however, that the amount of any shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to any procedures, and subject to any limitations as the Administrator may prescribe and subject to applicable law, based on the Fair Market Value of the shares of Common Stock on the payment date. The Participant hereby acknowledges that he or she may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock, provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code and the value of any Restricted Shares otherwise becomes includible in the Participant’s 's gross income for tax or social security purposes prior to the expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other arrangements satisfactory to the Administrator for the satisfaction of) any taxes of any kind or other amounts required by law to be withheld with respect to such Restricted Shares.
Appears in 1 contract
