Common use of Mandatory Tax Withholding Clause in Contracts

Mandatory Tax Withholding. Regardless of any action the Company and the Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax–related withholding (“Tax-Related Items”), Employee acknowledges that the ultimate liability for all Tax–Related Items legally due by Employee is and remains Employee’s responsibility, and that the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including the grant of the Units, the vesting of the Units, the subsequent sale of any shares of Common Stock acquired pursuant to the Units and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Units to reduce or eliminate Employee’s liability for Tax-Related Items. Unless otherwise determined by the Committee, at the time of settlement, the Company will withhold from any shares of Common Stock deliverable in settlement of the Units, in accordance with Section 11(d) of the Plan, the number of whole shares of Common Stock having a value as nearly as possible equal to the amount of Tax-Related Items required to be withheld under applicable local laws and regulations, and pay such amount in cash to the appropriate taxing authorities (share withholding will be rounded to whole shares of Common Stock in accordance with applicable accounting rules). Alternatively, the Company or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Employee’s salary/wages or other amounts payable to Employee, with no withholding in shares of Common Stock. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock or through the Employee’s salary/wages or other amounts payable to the Employee, no shares of Common Stock will be issued upon vesting of the Units unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax–Related Items which the Company and/or the Employer determines, in its sole discretion, must be withheld or collected with respect to such Units. By accepting this grant of Units, Employee expressly consents to the withholding of shares of Common Stock and/or cash as provided for hereunder. All other Tax-Related Items related to the Units and any shares of Common Stock delivered in payment thereof are Employee’s sole responsibility.

Mandatory Tax Withholding. Regardless of any action the Company and the Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax–-related withholding (“Tax-Related Items”), Employee acknowledges that the ultimate liability for all Tax–-Related Items legally due by Employee is and remains Employee’s responsibility, and that the Company and the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsPRS, including Employee’s purchase or tendering of Escrowed Shares or the grant to Employee of the UnitsMatched Shares, the vesting of the UnitsMatched Shares, the subsequent sale of any shares of Common Stock acquired pursuant to the Units PRS and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Units PRS to reduce or eliminate Employee’s liability for Tax-Related Items. Unless otherwise determined by the Committee, at the time of settlementvesting of the Matched Shares, the Company will withhold from any shares of Common Stock deliverable in settlement of to the UnitsEmployee upon such vesting, in accordance with Section 11(d) of the Plan, the number of whole shares of Common Stock having a value as nearly as possible equal to the amount of Tax-Related Items required to be withheld under applicable local laws and regulations, and pay such amount in cash to the appropriate taxing authorities (share withholding will be rounded to whole shares of Common Stock in accordance with applicable accounting rules). Alternatively, the Company or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Employee’s salary/wages or other amounts payable to Employee, with no withholding in shares of Common Stock, to the fullest extent permitted by law. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock or through the Employee’s salary/wages or other amounts payable to the Employee, no shares of Common Stock will be issued delivered upon vesting of the Units Matched Shares or release of shares from escrow unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax–-Related Items which the Company and/or the Employer determines, in its sole discretion, must be withheld or collected with respect to such Unitsvesting. By accepting this grant of UnitsPRS, Employee expressly consents to the withholding of shares of Common Stock and/or cash as provided for hereunder. All other Tax-Related Items related to the Units PRS and any shares of Common Stock delivered in payment thereof are Employee’s sole responsibility. Employee will be responsible for any taxes relating to the PRS and the vesting thereof not satisfied by means of such mandatory withholding.

Mandatory Tax Withholding. Regardless of any action the Company and the Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax–-related withholding (“Tax-Related Items”), Employee acknowledges that the ultimate liability for all Tax–-Related Items legally due by Employee is and remains Employee’s responsibility, and that the Company and the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsSSARs, including the grant of the UnitsSSARs, the vesting of the UnitsSSARs, the subsequent sale of any shares of Common Stock Shares acquired pursuant to the Units SSARs and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Units SSARs to reduce or eliminate Employee’s liability for Tax-Related Items. Unless otherwise determined by the Committee, at the time of settlement, exercise the Company will withhold from any shares of Common Stock deliverable in settlement of the Unitsupon exercise, in accordance with Section 11(d) of the Plan, the number of whole shares of Common Stock having a value as nearly as possible equal to the amount of Tax-Related Items income taxes, employment taxes or other withholding amounts required to be withheld under applicable local laws and regulations, and pay the amount of such amount withholding taxes in cash to the appropriate taxing authorities (share withholding will be rounded to whole shares of Common Stock Shares in accordance with applicable accounting rules). Alternatively, the Company or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Employee’s salary/wages or other amounts payable to Employee, with no withholding in shares of Common StockShares. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock Shares or through the Employee’s salary/wages or other amounts payable to the Employee, no shares of Common Stock will be issued upon vesting of the Units SSARs unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax–-Related Items which the Company and/or the Employer determines, in its sole discretion, must be withheld or collected with respect to such UnitsSSARs. By accepting this grant of UnitsSSARs, Employee expressly consents to the withholding of shares of Common Stock Shares and/or cash as provided for hereunder. All other Tax-Related Items related to the Units SSARs and any shares of Common Stock delivered in payment thereof are Employee’s sole responsibility. Employee will be responsible for any taxes relating to the SSARs and the exercise thereof not satisfied by means of such mandatory withholding.

Mandatory Tax Withholding. The following provision shall replace Section 4(c) of the Agreement: Regardless of any action the Company Valvoline and the Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insuranceprimary Class 1 National Insurance contributions, payroll tax, payment on account or other tax–related withholding (“Tax-Related Items”), Employee the Participant acknowledges that the ultimate liability for all Tax–-Related Items legally due by Employee the Participant is and remains Employeethe Participant’s responsibility, and that the Company Valvoline and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsRSUs, including the grant of the UnitsRSUs, the vesting of the Units, the subsequent sale of RSUs and any shares of Common Stock acquired pursuant to the Units and the receipt of any dividends or dividend equivalentspayment made thereunder; and (b) do not commit to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate Employeethe Participant’s liability for Tax-Related Items. Prior to the delivery of any cash payment upon the vesting of the RSUs, Valvoline and the Employer shall be entitled to withhold and the Participant agrees to pay, or make adequate arrangements satisfactory to Valvoline and the Employer to satisfy, all obligations to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. Unless otherwise determined by the Compensation Committee, at the time of settlement, the Company Valvoline will withhold from any shares of Common Stock deliverable in settlement of the Units, in accordance with Section 11(d) of the Plan, the number of whole shares of Common Stock having a value as nearly as possible amounts equal to the amount of Tax-Related Items required to be withheld under applicable local laws and regulations, and pay such amount in cash to the appropriate taxing authorities (share withholding will be rounded to whole shares of Common Stock in accordance with applicable accounting rules)HMRC. Alternatively, the Company Valvoline or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Employeethe Participant’s salary/wages or other amounts payable to Employee, with no withholding in shares of Common Stockthe Participant. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock from the cash payment attributable to the vested RSUs or through the EmployeeParticipant’s salary/wages or other amounts payable to the EmployeeParticipant, no shares of Common Stock amount will be issued paid upon vesting of the Units RSUs unless and until satisfactory arrangements (as determined by the CompanyValvoline) have been made by Employee the Participant with respect to the payment of any Tax–Related Items which the Company Valvoline and/or the Employer determines, in its sole discretion, must be withheld or collected with respect to such UnitsRSUs. By accepting this grant of UnitsRSUs, Employee the Participant expressly consents to the withholding of shares of Common Stock and/or cash as provided for hereunder. All other Tax-Related Items related to the Units RSUs and any shares of Common Stock delivered in payment thereof are Employeethe Participant’s sole responsibility. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), the Participant has relocated to a jurisdiction other than the United Kingdom, the Participant acknowledges that Valvoline, the Employer and/or other Subsidiaries of Valvoline may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdom. The Participant also agrees that Valvoline and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which the Participant may have to recover any overpayment from the relevant tax authorities. The Participant shall pay to Valvoline or the Employer any amount of Tax-Related Items that Valvoline or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding of income tax is not made within 90 days after the end of the UK tax year in which the Chargeable Event occurs or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Xxx 0000, (the “Due Date”), the Participant agrees that the amount of any uncollected income tax shall (assuming the Participant is not a director or executive officer of Valvoline within the meaning of paragraph 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by the Participant to Valvoline, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and Valvoline may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if the Participant fails to comply with the obligations of Valvoline and the Employer in connection with the Tax-Related Items as described herein, Valvoline may refuse to deliver the cash payment due upon vesting of the RSUs under the 2016 Plan.

Mandatory Tax Withholding. Regardless of any action the Company and the Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax–-related withholding (“Tax-Related Items”), Employee acknowledges that the ultimate liability for all Tax–-Related Items legally due by Employee is and remains Employee’s responsibility, and that the Company and the Employer: (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsPRS, including Employee’s purchase or tendering of Escrowed Shares or the grant to Employee of the Matched Units, the vesting of the Matched Units, the subsequent sale of any shares of Common Stock acquired pursuant to the Units PRS and the receipt of any dividends or dividend equivalents; and (b2) do not commit to structure the terms of the grant or any aspect of the Units PRS to reduce or eliminate Employee’s liability for Tax-Related Items. Unless otherwise determined by the Committee, at the time of settlement, the Company will withhold from any shares of Common Stock deliverable in settlement of the Matched Units, in accordance with Section 11(d) of the Plan, the number of whole shares of Common Stock having a value as nearly as possible equal to the amount of Tax-Related Items required to be withheld under applicable local laws and regulations, and pay such amount in cash to the appropriate taxing authorities (share withholding will be rounded to whole shares of Common Stock in accordance with applicable accounting rules). Alternatively, the Company or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Employee’s salary/wages or other amounts payable to Employee, with no withholding in shares of Common Stock, to the fullest extent permitted by law. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock or through the Employee’s salary/wages or other amounts payable to the Employee, no shares of Common Stock will be issued upon vesting of the Matched Units or release of shares from escrow unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax–-Related Items which the Company and/or the Employer determines, in its sole discretion, must be withheld or collected with respect to such Unitsvesting. By accepting this grant of UnitsPRS, Employee expressly consents to the withholding of shares of Common Stock and/or cash as provided for hereunder. All other Tax-Related Items related to the Units PRS and any shares of Common Stock delivered in payment thereof are Employee’s sole responsibility. Employee will be responsible for any taxes relating to the PRS and the vesting thereof not satisfied by means of such mandatory withholding.