Tax Matters; Withholding. The Recipient understands and acknowledges that unless the Recipient makes a timely election under Section 83(b) of the Code (a "Section 83(b) Election"), the fair market value of the Shares will be treated as compensation income, subject to applicable withholding and employment taxes, upon the vesting of such Shares. The Recipient further acknowledges and understands that taxation of Recipient's compensation income resulting from an Award (including the imposition of applicable withholding and employment taxes) may be accelerated by the filing of a Section 83(b) Election, but that filing such an election may be undesirable if the Shares subsequently are forfeited under the vesting restrictions set forth herein. The Recipient agrees that Recipient will obtain independent tax advice concerning the desirability of filing a Section 83(b) Election with respect to the Award evidenced hereby. The Recipient may elect (if Recipient is not subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, at the time of such election) to have withheld from the Shares issuable in respect of an Award such number of Shares equal to the amount necessary to satisfy any federal and state tax withholding requirements which the Company, acting in its discretion, deems applicable to such Award. If the Recipient does not so elect to have Shares withheld to satisfy such tax withholding requirements, funds required to pay applicable withholding taxes shall be obtained from other cash payments due to the Recipient from the Company or from cash funds provided by the Recipient to the Company; and the Company shall be authorized to retain custody (or to cause any other custodian to retain custody) of the Shares until sufficient funds are provided by the Recipient to the Company to pay all such withholding taxes.
Tax Matters; Withholding. All amounts payable to you by the Company will be subject to applicable tax withholding. Section 6(a) of the Severance Plan (“Application of Section 409A”) is hereby incorporated herein by reference (as are any defined terms from the Severance Plan used in such section) (with references to the “Plan” in such section amended to refer to this “Agreement” and references to “Participant” amended to refer to you).
Tax Matters; Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.
Tax Matters; Withholding. All payments made pursuant to this Agreement will be subject to withholding of taxes as required by applicable law.
Tax Matters; Withholding. Any payments made or benefits provided to the Executive/Employee under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law.
Tax Matters; Withholding. All sums payable to Executive hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law. Executive is encouraged to obtain Executive’s own tax advice regarding Executive’s compensation from the Company. Executive agrees that the Company does not have a duty to design its compensation policies in a manner that minimizes Executive’s tax liabilities, and Executive will not make any claim against the Company or its Board related to tax liabilities arising from Executive’s compensation.
Tax Matters; Withholding. All sums payable to you hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board related to tax liabilities arising from your compensation.
Tax Matters; Withholding. The Stockholder agrees and acknowledges that (A) the Stockholder is responsible for all taxes legally imposed upon it in connection with payments received under the Merger Agreement and (B) the payor with respect to any payment made to the Stockholder under the Merger Agreement shall be entitled to deduct and withhold from such payment such amounts as may be required to be deducted or withheld with respect to the making of such payment under any applicable Law. The Stockholder agrees to deliver to the Company on or prior to the Closing Date a duly executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8, as applicable (except to the extent such Stockholder has previously delivered such form to the Company and such form remains valid as of the Closing Date). For the avoidance of doubt, it is the intention of the parties that consummation of the Merger shall not cause recognition of gain or ordinary income by the Stockholder with respect to the Rollover Shares or Subject Company Equity Awards, except to the extent of any cash consideration received in respect of any Subject Shares that are not Rollover Shares.
Tax Matters; Withholding. (a) The Company has made no warranties or representations to the Director with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or issuance or transfer of Shares pursuant to the Award, and the Director is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Director acknowledges that there may be adverse tax consequences upon acquisition or disposition of the Shares subject to the Award and that the Director has been advised that he should consult with his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Director also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Director. The Company will have the right to deduct in connection with the Award any taxes required by law to be withheld and to require any payments necessary to enable it to satisfy its withholding obligations.
(b) Within thirty (30) days of the Grant Date, the Director may file an “83(b) election” with the Internal Revenue Service to recognize as income 100% of the Fair Market Value of the Shares as of the Grant Date. The 83(b) election should be sent via certified mail to the Internal Revenue Service. This election is generally irrevocable. The Director must also send a copy of the 83(b) election to the Company’s Human Resources Department in Berwyn, PA (Attention: Manager of Qualified Plans).
Tax Matters; Withholding. The Participant shall pay or make provision for payment to the Company or a Subsidiary, as applicable, through payroll or other withholding (which withholding the Participant hereby authorizes) or other means acceptable to the Compensation Committee and permissible under the Plan, the amount necessary to satisfy any federal, state or local withholding requirements applicable to any taxable event arising in connection with the Restricted Stock Units (including, without limitation, vesting events). If other satisfactory withholding arrangements have not been made by the Participant and unless otherwise provided by the Compensation Committee, the Company shall retain and withhold from the Common Stock otherwise deliverable to the Participant upon vesting of the Restricted Stock Units such number of shares with a fair market value sufficient to satisfy the statutory minimum required withholding amount and any remaining amount shall be otherwise satisfied as described above. The determination of the withholding amounts due shall be made by the Company and/or its Subsidiaries and shall be binding upon the Participant. The Company shall not be required to deliver such shares of Common Stock unless the Participant has made acceptable arrangements to satisfy any such withholding
