Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock Option, including, but not limited to, the grant, vesting or exercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Stock acquired pursuant to such transfer and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i) withholding from the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or
(ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or
(iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company ...
Responsibility for Taxes & Withholding. (a) The Employee acknowledges that the ultimate liability for any and all income tax (including U.S. federal, state and local tax or non-U.S. tax) arising in connection with the grant, vesting and/or settlement of this Award is and remains the Employee’s responsibility. The Employee further acknowledges that the Company (i) makes no representations or undertakings regarding the tax treatment of any aspect of the Award and (ii) does not commit to and is under no obligation to structure any aspect of the Award to reduce or eliminate the Employee’s tax liability or achieve any particular tax result.
(b) The grant and settlement of this Award shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “Required Withholding”). In this regard, the Employee authorizes the Company, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the Required Withholding by one or a combination of the following: (i) withholding from any wages or other cash compensation payable to the Employee by the Company or a subsidiary; (ii) withholding from the Settlement Amount otherwise payable to the Employee (whether such Settlement Amount is payable in the form of cash or shares of Common Stock); (iii) withholding from any Dividend Equivalent Rights payable upon vesting or settlement of the Award; or (iv) arranging for the sale of shares of Common Stock otherwise deliverable to the Employee in settlement of the Award (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) and withholding the Required Withholding from the proceeds of such sale of shares of Common Stock. By execution of this Agreement, the Employee shall be deemed to have authorized the satisfaction of the Required Withholding by the Company as provided herein, and agrees to pay to the Company any portion of the Required Withholding that cannot be satisfied by the foregoing means.
Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) does not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i) withholding from the Participant’s cash compensation paid to the Participant by the Company; or
(ii) withholding from proceeds of the Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or
(iii) withholding in Shares to be issued upon vesting/settlement of the Restricted Stock Units. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related ...
Responsibility for Taxes & Withholding. (i) You agree that you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you (including any taxes and penalties arising under section 409A of the Code) as a result of your receipt and the vesting of Restricted Shares hereunder, and neither SC LLC, SC Inc., Management LLC, Xxxxxx, Xxxx nor any of their Affiliates nor any of their respective employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold you harmless from any or all of such taxes.
(ii) Notwithstanding any other provision hereof, concurrently with any income tax recognition event by you in respect of your Restricted Shares, you shall pay to SC Inc. an amount in cash equal to the amount of the minimum statutory withholding or your share of other taxes payable by SC Inc. with respect to such income tax recognition event. To the extent that you fail to pay such amount to SC Inc., SC Inc. shall be entitled to, and you hereby irrevocably authorize SC Inc. to, and SC Inc. shall, cause the certificates representing a number of Restricted Shares registered in your name having a then fair market value equal to the amount (not to exceed the minimum statutory withholding amounts) you so failed to pay to SC Inc. to be cancelled and to be reissued to SC Inc. as treasury shares.
(iii) If and to the extent that SC Inc. shall be required to and does withhold any amount in respect of any such income tax recognition event any amounts owed to you by SC Inc. or any of its Affiliates, you shall be deemed for all purposes hereof to have received a payment from SC Inc. as of the time of such withholding or the time tax is required to be paid, as applicable. To the extent that the aggregate amount that SC Inc. is so required to withhold for any period exceeds the amount of any payments to which you are entitled for that period, you shall make a prompt payment to SC Inc. of the amount of such excess.
(iv) You shall, to the fullest extent permitted by applicable law, indemnify and hold harmless SC Inc. and each Person who is or who is deemed to be the responsible withholding agent for SC Inc. for federal, state or local income tax purposes against all claims, liabilities and expenses of any kind (other than any claims, liabilities and expenses in the nature of penalties and accrued interest thereon that result solely from such Person’s fraud, willful misfeasance or gross negligence) relating to such Person’s obligation t...
Responsibility for Taxes & Withholding. The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all federal, state, local or other taxes of any kind related to the Participant’s participation in the Plan and legally applicable to the Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the RSUs. To the extent the Participant has not previously executed and delivered to the Company effective durable sell-to-cover instructions that by their terms would cover any taxes required by law to be withheld with respect to the vesting of the RSUs, at such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock and is not prohibited from doing so by the Company’s xxxxxxx xxxxxxx policy or otherwise, the Participant shall execute the instructions set forth in Schedule A attached hereto (the “Durable Automatic Sell-to-Cover Instruction”) as the means of satisfying such tax obligation. If the Participant is required to but does not execute the Durable Automatic Sell-to-Cover Instruction prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date of RSUs issued hereunder on the portion of the award then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.
Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Responsibility for Taxes & Withholding. (a) Regardless of any action the Company or the Employer takes 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s sole responsibility. Furthermore, the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including the grant of the Performance Stock Units, the vesting of the Performance Stock Units, the subsequent sale of any shares of Stock acquired pursuant to this Agreement and the receipt of any dividend equivalents or dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Performance Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. Further, if the Participant becomes subject to taxation in more than one country between the date the Performance Stock Units are granted and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country.
(b) The Company and/or the Employer may satisfy its obligation to withhold Tax-Related Items associated with the Performance Stock Units in any manner determined by the Committee, including by withholding a portion of the Participant’s cash compensation or by withholding a number of Performance Stock Units or shares of Stock having a Fair Market Value, as determined by the Committee, equal to the amount required to be withheld. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock, the Participant shall be deemed to have been issued the full number of shares of Stock subject to the Performance Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Performance Stock Units. The Committee shall determine, in its discretion, whether cash shall be given in lieu of any fractional Performance Stock Unit remaining after the withholding requirements are satisfied equal to the Fa...
Responsibility for Taxes & Withholding. Regardless of any action the Company and/or the Employer takes with respect to any or all income tax, social insurance or social security, payroll tax, payment on account or other tax-related items related to the Optionee's participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for
Responsibility for Taxes & Withholding. Regardless of any action the Company and/or the Employer takes with respect to any or all income tax, social insurance or social security, payroll tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually
Responsibility for Taxes & Withholding a. Employee acknowledges and agrees that:
i. Employee and not the Company shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.
ii. Employee will pay, or make arrangements reasonably satisfactory to the Company to pay, any taxes that the Company is required by law to withhold with respect to the Award. The payment will be due on the date upon which the Company is obligated to withhold such taxes. Unless Employee has made arrangement for the payment of amounts required to satisfy the withholding tax obligations in some other manner prior to such due date, the Company shall withhold a number of Shares that otherwise would be delivered to Employee in settlement of the vested RSUs with a then current Fair Market Value equal to the amount of such tax obligation.
