Tax Matters; Section 83(b) Election. (a) The transactions contemplated by this Agreement are intended to constitute purchases of shares of Common Stock of the Company at fair market value. The Company agrees that it will not claim any tax deduction in respect of compensation either at the time that the Shares are issued to Xxxxxx, or at the time of resale, and will provide Xxxxxx with written confirmation of this fact as set forth in Section 1.83-5(b)(2) or other applicable provision of the Treasury Regulations. The Company further agrees that, unless otherwise required by applicable law or regulations, it will not withhold any amounts from other compensation with respect to the shares purchased under this Agreement, and will not file any information returns with the IRS or state tax authorities treating the transactions contemplated by this Agreement hereby as involving the payment of compensation to Xxxxxx. The Company will cooperate with Xxxxxx in connection with a Section 83(b) election. (b) Except as set forth in Sections 6(c) and 6(d) hereof, or as may be prescribed by applicable law, all tax consequences to Xxxxxx (including without limitation federal, state, local and foreign income tax consequences) with respect to the Shares (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of Xxxxxx. Xxxxxx shall consult with Xxxxxx’ own personal accountant(s) and/or tax advisor(s) regarding these matters, and Xxxxxx’ filing and payment (or tax liability) obligations. If and only if the Company is held responsible for withholding income, or payroll or similar federal, state, or local taxes and contributions, and related interest and penalties, in connection with any of the transactions contemplated by this Agreement, Xxxxxx will fully indemnify and hold harmless the Company for any such taxes, interest and penalties. (c) In the event that, contrary to the expectations of the parties, it is finally determined that Xxxxxx realizes income as a result of the purchase of shares pursuant to this Agreement, the Company may offer to purchase a number of shares then having a fair market value equal to the amount of the aggregate federal and state tax liability so determined, net of any offsets, and including any interest and applicable penalties. If the Company does not make such an offer, the Company will lend Xxxxxx a sufficient amount to satisfy such tax liability (including interest and penalties). The loan will be evidenced by a negotiable promissory note having an original principal amount equal to the total amount of the loan, and will (i) bear interest at the then applicable long-term AFR compounded semi-annually; (ii) mature twelve (12) years from the date of issue (subject to the call right described below); (iii) provide for no payment of interest or principal until the earlier of maturity or the call date (if the option to call is exercised); and (iv) provide for full personal recourse against Xxxxxx should the collateral described below be insufficient to pay all principal and accrued interest. The loan will further be secured by a supplemental pledge of all shares of Common Stock then owned by Xxxxxx. (d) If any transaction contemplated by this Agreement results in the making of an “excess parachute payment” within the meaning of Section 280G of the Code, and the liability of Xxxxxx for an excise tax under Section 4999 of the Code or successor provision, the Company will pay to Xxxxxx an additional “gross up” amount such that the amount of any cash or property retained by Xxxxxx, after payment of applicable excise taxes and income taxes on the amount of the payments described in this Section 6(d) equals the net amount that would have been payable to (or value of Shares issued to) Xxxxxx, if Section 4999 or successor provision had not applied.
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Tax Matters; Section 83(b) Election. (a) The transactions contemplated by this Agreement are intended to constitute purchases of shares of Common Stock If the Recipient properly elects, within thirty (30) days of the Company at Date of Grant, to include in gross income for federal income tax purposes an amount equal to the fair market value. The Company agrees that it will not claim any tax deduction in respect of compensation either at the time that the Shares are issued to Xxxxxx, or at the time of resale, and will provide Xxxxxx with written confirmation of this fact value (as set forth in Section 1.83-5(b)(2) or other applicable provision of the Treasury Regulations. The Date of Grant) of the Restricted Stock pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the Recipient shall promptly make arrangements satisfactory to the Company further agrees thatto pay to the Company any federal, unless otherwise state or local income taxes required by applicable law or regulations, it will not withhold any amounts from other compensation to be withheld with respect to the shares purchased under this Agreement, and Restricted Stock. Failure by the Recipient to pay such Withholding Taxes will not file any information returns with the IRS or state tax authorities treating the transactions contemplated by render this Agreement hereby as involving and the payment of compensation to Xxxxxx. The Company Restricted Stock granted hereunder null and void ab initio and the Restricted Stock shares granted hereunder will cooperate with Xxxxxx in connection with a Section 83(b) electionbe immediately cancelled.
(b) Except If the Recipient does not properly make the election described in Subsection 7(a) above, the Recipient shall, no later than ten business days from the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof). If the Recipient fails to comply with the tax obligations set forth in Sections 6(cthe immediately preceding sentence (the “Tax Obligations”), then the Recipient hereby irrevocably authorizes and instructs a broker to be designated by the Company in its sole discretion to sell for the account of the Recipient a sufficient number of shares of the Restricted Stock (based upon prevailing market prices at the time of such sale) necessary to satisfy the Recipient’s Tax Obligations, to remit to the Company the proceeds of such sale in such amount necessary to satisfy the Tax Obligations and 6(d) hereofto remit any balance resulting from such sale to the Recipient. In furtherance of the above, the Recipient hereby irrevocably authorizes the Company to instruct the transfer agent to transfer a portion of Recipient’s electronic shares to the designated broker in order to effectuate the sale of such shares required to satisfy the Recipient’s Tax Obligation. In addition, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Recipient any federal, state, or as may local taxes of any kind required by law to be prescribed by applicable law, all tax withheld with respect to the Restricted Stock.
(c) Tax consequences to Xxxxxx on the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the Shares Restricted Stock (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of Xxxxxxthe Recipient. Xxxxxx The Recipient shall consult with Xxxxxx’ his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, and Xxxxxx’ filing the Recipient’s filing, withholding and payment (or tax liability) obligations. If and only if the Company is held responsible for withholding income, or payroll or similar federal, state, or local taxes and contributions, and related interest and penalties, in connection with any of the transactions contemplated by this Agreement, Xxxxxx will fully indemnify and hold harmless the Company for any such taxes, interest and penalties.
(c) In the event that, contrary to the expectations of the parties, it is finally determined that Xxxxxx realizes income as a result of the purchase of shares pursuant to this Agreement, the Company may offer to purchase a number of shares then having a fair market value equal to the amount of the aggregate federal and state tax liability so determined, net of any offsets, and including any interest and applicable penalties. If the Company does not make such an offer, the Company will lend Xxxxxx a sufficient amount to satisfy such tax liability (including interest and penalties). The loan will be evidenced by a negotiable promissory note having an original principal amount equal to the total amount of the loan, and will (i) bear interest at the then applicable long-term AFR compounded semi-annually; (ii) mature twelve (12) years from the date of issue (subject to the call right described below); (iii) provide for no payment of interest or principal until the earlier of maturity or the call date (if the option to call is exercised); and (iv) provide for full personal recourse against Xxxxxx should the collateral described below be insufficient to pay all principal and accrued interest. The loan will further be secured by a supplemental pledge of all shares of Common Stock then owned by Xxxxxx.
(d) If any transaction contemplated by this Agreement results in the making of an “excess parachute payment” within the meaning of Section 280G of the Code, and the liability of Xxxxxx for an excise tax under Section 4999 of the Code or successor provision, the Company will pay to Xxxxxx an additional “gross up” amount such that the amount of any cash or property retained by Xxxxxx, after payment of applicable excise taxes and income taxes on the amount of the payments described in this Section 6(d) equals the net amount that would have been payable to (or value of Shares issued to) Xxxxxx, if Section 4999 or successor provision had not applied.
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