Common use of Tax Matters; Withholding Clause in Contracts

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.

Appears in 6 contracts

Samples: Restricted Stock Agreement (Medaphis Corp), Restricted Stock Agreement (Medaphis Corp), Restricted Stock Agreement (Medaphis Corp)

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Tax Matters; Withholding. The Recipient understands 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 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 permissible 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 1934Plan, 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 federal, state tax or local withholding requirements which the Company, acting in its discretion, deems applicable to such Awardany 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 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 Participant and unless otherwise provided by the Recipient to the Company; and Compensation Committee, the Company shall be authorized retain and withhold from the Common Stock otherwise deliverable to retain custody (or to cause any other custodian to retain custody) the Participant upon vesting of the Shares until Restricted Stock Units such number of shares with a fair market value sufficient funds are provided 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 Recipient 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 requirements. Nothing in this Section shall be construed to impose on the Company a duty to pay all withhold where applicable law does not require such withholding taxeswithholding. THE PARTICIPANT ACKNOWLEDGES THAT THE PARTICIPANT IS RESPONSIBLE FOR AND IS ADVISED TO CONSULT WITH THE PARTICIPANT’S OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THE PARTICIPANT THAT MAY ARISE IN CONNECTION WITH THE RESTRICTED STOCK UNITS.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Sonic Automotive Inc), Restricted Stock Unit Agreement (Sonic Automotive Inc)

Tax Matters; Withholding. The Recipient understands 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 Committee 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 permissible 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 1934Plan, 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 federal, state tax or local withholding requirements which the Company, acting in its discretion, deems applicable to such Awardany 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 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 Participant and unless otherwise provided by the Recipient to the Company; and Committee, the Company shall be authorized retain and withhold from the Common Stock otherwise deliverable to retain custody (or to cause any other custodian to retain custody) the Participant upon vesting of the Shares until Restricted Stock Units such number of shares with a fair market value sufficient funds are provided 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 Recipient 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 requirements. Nothing in this Section shall be construed to impose on the Company a duty to pay all withhold where applicable law does not require such withholding taxeswithholding. THE PARTICIPANT ACKNOWLEDGES THAT THE PARTICIPANT IS RESPONSIBLE FOR AND IS ADVISED TO CONSULT WITH THE PARTICIPANT’S OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THE PARTICIPANT THAT MAY ARISE IN CONNECTION WITH THE RESTRICTED STOCK UNITS.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Sonic Automotive Inc), Performance Based Restricted Stock Unit Agreement (Sonic Automotive Inc)

Tax Matters; Withholding. The Recipient understands and acknowledges that unless shall pay or make provision for payment to the Company or its Subsidiary, as applicable, through payroll or other withholding (which withholding the Recipient makes a timely election under Section 83(bhereby authorizes) of or other means acceptable to the Code (a "Section 83(b) Election"), the fair market value of the Shares will be treated as compensation income, subject to applicable withholding Committee 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 permissible 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 1934Plan, 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 federal, state tax or local withholding requirements which the Company, acting in its discretion, deems applicable to such Awardany taxable event arising in connection with the Restricted Stock Units (including, without limitation, vesting events and the payment of dividend equivalents). If other satisfactory arrangements have not been made by the Recipient does not so and unless otherwise provided by the Committee, the Recipient may elect to have Shares withheld to satisfy such tax withholding requirements, funds required to pay applicable withholding taxes shall be obtained the Company retain from other cash payments due any Common Stock otherwise deliverable to the Recipient from upon vesting of the Restricted Stock Units such number of shares with a fair market value equal to the statutory minimum required withholding amount. The determination of the withholding amounts due in such event shall be made by the Company or from cash funds provided by and its Subsidiaries and shall be binding upon the Recipient. The Company shall not be required to deliver any shares of Common Stock unless the Recipient has made acceptable arrangements to the Company; and satisfy any such withholding requirements. Nothing in this Section shall be construed to impose on the Company shall be authorized a duty 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 withhold where applicable law does not require such withholding taxeswithholding. THE RECIPIENT ACKNOWLEDGES THAT THE RECIPIENT IS RESPONSIBLE FOR, AND IS ADVISED TO CONSULT WITH THE RECIPIENT’S OWN TAX ADVISORS REGARDING, THE TAX CONSEQUENCES TO THE RECIPIENT THAT MAY ARISE IN CONNECTION WITH THE RESTRICTED STOCK UNITS.

Appears in 2 contracts

Samples: Performance Based Restricted Stock Unit Agreement (Speedway Motorsports Inc), Restricted Stock Unit Agreement (Speedway Motorsports Inc)

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 his 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 he 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 he 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.

Appears in 1 contract

Samples: Restricted Stock Agreement (Medaphis Corp)

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Tax Matters; Withholding. The Recipient understands and acknowledges that unless shall pay or make provision for payment to the Company or its Subsidiary, as applicable, through payroll or other withholding (which withholding the Recipient makes a timely election under Section 83(bhereby authorizes) of or other means acceptable to the Code (a "Section 83(b) Election"), the fair market value of the Shares will be treated as compensation income, subject to applicable withholding Company or its Subsidiary 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 permissible 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 1934Plan, 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 federal, state tax or local withholding requirements which the Company, acting in its discretion, deems applicable to such Awardany taxable event arising in connection with the Restricted Stock Units (including, without limitation, vesting events and the payment of dividend equivalents). If other satisfactory arrangements have not been made by the Recipient does not so elect to have Shares withheld to satisfy such tax withholding requirementsRecipient, funds required to pay applicable withholding taxes shall be obtained the Company may retain from other cash payments due any Common Stock otherwise deliverable to the Recipient from upon vesting of the Restricted Stock Units such number of shares with a fair market value equal to the required withholding amount. The determination of the withholding amounts due in such event shall be made by the Company or from cash funds provided by and its Subsidiaries and shall be binding upon the Recipient. The Company shall not be required to deliver any shares of Common Stock unless the Recipient has made acceptable arrangements to the Company; and satisfy any such withholding requirements. Nothing in this Section shall be construed to impose on the Company shall be authorized a duty 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 withhold where applicable law does not require such withholding taxeswithholding. THE RECIPIENT ACKNOWLEDGES THAT THE RECIPIENT IS RESPONSIBLE FOR, AND IS ADVISED TO CONSULT WITH THE RECIPIENT’S OWN TAX ADVISORS REGARDING, THE TAX CONSEQUENCES TO THE RECIPIENT THAT MAY ARISE IN CONNECTION WITH THE RESTRICTED STOCK UNITS.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Speedway Motorsports Inc)

Tax Matters; Withholding. The Recipient understands and acknowledges that unless shall pay or make provision for payment to the Company or its Subsidiary, as applicable, through payroll or other withholding (which withholding the Recipient makes a timely election under Section 83(bhereby authorizes) of or other means acceptable to the Code (a "Section 83(b) Election"), the fair market value of the Shares will be treated as compensation income, subject to applicable withholding Company or its Subsidiary 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 permissible 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 1934Plan, 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 federal, state tax or local withholding requirements which the Company, acting in its discretion, deems applicable to such Awardany taxable event arising in connection with the Restricted Stock Units (including, without limitation, vesting events and the payment of dividend equivalents). If other satisfactory arrangements have not been made by the Recipient does not so elect to have Shares withheld to satisfy such tax withholding requirementsRecipient, funds required to pay applicable withholding taxes shall be obtained the Company may retain from other cash payments due the Common Stock otherwise deliverable to the Recipient from upon vesting of the Restricted Stock Units such number of shares with a fair market value equal to the required withholding amount. The determination of the withholding amounts due shall be made by the Company or from cash funds provided by and its Subsidiaries and shall be binding upon the Recipient. The Company shall not be required to deliver such shares of Common Stock unless the Recipient has made acceptable arrangements to the Company; and satisfy any such withholding requirements. Nothing in this Section shall be construed to impose on the Company shall be authorized a duty 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 withhold where applicable law does not require such withholding taxeswithholding. THE RECIPIENT ACKNOWLEDGES THAT THE RECIPIENT IS RESPONSIBLE FOR AND IS ADVISED TO CONSULT WITH THE RECIPIENT’S OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THE RECIPIENT THAT MAY ARISE IN CONNECTION WITH THE RESTRICTED STOCK UNITS.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Sonic Automotive Inc)

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