Common use of Tax-Related Items Clause in Contracts

Tax-Related Items. Regardless of any action the Corporation or the Employee’s employer takes with respect to any or all income tax, payroll tax or other tax-related withholding (Tax-Related Items), the Employee acknowledges that the ultimate liability for all Tax-Related Items owed by the Employee is and remains the Employee’s responsibility and that the Corporation and/or the Employee’s employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of Restricted Stock, including the grant and vesting of the Restricted Stock, the subsequent sale of shares of Common Stock issued following the end of the Period of Restriction and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock to reduce or eliminate the Employee’s liability for Tax-Related Items. If the Corporation determines that it and/or the Employee’s employer must withhold any Tax-Related Items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of the Restricted Stock to make arrangements satisfactory to the Corporation and/or the Employee’s employer to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the pay-out of the Restricted Stock. In addition, the Employee authorizes the Corporation and/or the Employee’s employer to fulfill its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from the Employee’s wages, salary or other cash compensation the Employee’s employer pays to the Employee; withholding Tax-Related Items from the cash proceeds, if any, received upon sale of any shares of Common Stock received following the end of the Period of Restriction in respect of the Restricted Stock, and at the time of payment, withholding shares of Common Stock sufficient to meet minimum withholding obligations for Tax-Related Items. The Corporation may refuse to issue and deliver shares of Common Stock in payment of any earned Restricted Stock if the Employee fails to comply with any withholding obligation.

Tax-Related Items. Regardless of any action the Corporation or the Employee’s employer takes with respect to any or all income tax, payroll tax or other tax-related withholding (Tax-Related Items), the Employee acknowledges that the ultimate liability for all Tax-Related Items owed by the Employee is and remains the Employee’s responsibility and that the Corporation and/or the Employee’s employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of Restricted StockStock Units, including the grant and vesting of the Restricted StockStock Units, the subsequent sale of shares of Common Stock issued following the end of the Period of Restriction and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items. If the Corporation determines that it and/or the Employee’s employer must withhold any Tax-Related Items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of the Restricted Stock Units to make arrangements satisfactory to the Corporation and/or the Employee’s employer to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the pay-out of the Restricted StockStock Units. In addition, the Employee authorizes the Corporation and/or the Employee’s employer to fulfill its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from the Employee’s wages, salary or other cash compensation the Employee’s employer pays to the Employee; withholding Tax-Related Items from the cash proceeds, if any, received upon sale of any shares of Common Stock received following the end of the Period of Restriction in respect of payment for the Restricted Stock, Stock Units; and at the time of payment, withholding shares of Common Stock sufficient to meet minimum withholding obligations for Tax-Related Items. The Corporation may refuse to issue and deliver shares of Common Stock in payment of any earned Restricted Stock Units if the Employee fails to comply with any withholding obligation.

Tax-Related Items. Regardless of any action the Corporation Company or the EmployeeParticipant’s actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefit tax, payroll tax tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Employee Participant acknowledges that the ultimate liability for all Tax-Related Items owed legally due by the Employee Participant is and remains the EmployeeParticipant’s responsibility and that the Corporation Company and/or the Employee’s employer Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of Restricted StockAward, including the grant and vesting or settlement of the Restricted StockRSUs, accrual or payment of Dividend Equivalent Rights, the subsequent sale of shares of Common Stock issued following the end of the Period of Restriction Shares acquired pursuant to such settlement and the receipt of any dividends or dividend equivalentsdividends; and (ii2) do not commit to structure the terms of the grant Award or any aspect of the Restricted Stock RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items. If The Participant acknowledges that if the Corporation determines that it and/or the Employee’s employer must withhold any Participant is subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as a result applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the settlement of the EmployeeParticipant’s participation in the PlanRSUs, the Employee agrees as a condition of the grant of the Restricted Stock to Participant shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employee’s employer to enable it Employer to satisfy all withholding requirementsand payment on account obligations of the Company and/or the Employer. In this regard, including, but not limited to, withholding any the Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Participant from the pay-out Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to the Participant when the Participant’s RSUs are settled, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold from the proceeds of the Restricted Stock. In additionsale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Employee Company (on the Participant’s behalf and the Participant hereby authorizes such sales by this authorization), (c) the Corporation and/or Participant’s payment of a cash amount, or (d) any other arrangement approved by the EmployeeCompany; all under such rules as may be established by the Committee and in compliance with the Company’s employer Xxxxxxx Xxxxxxx Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to fulfill its withholding obligations by all legal means, including, but not limited to: withholding the Tax-Related Items from withholding event. Depending on the Employee’s wageswithholding method, salary the Company may withhold or other cash compensation the Employee’s employer pays to the Employee; withholding account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Participant’s jurisdiction. If Tax-Related Items are withheld in excess of the Participant’s actual tax liability, the Participant may seek a refund of any over-withheld amount in cash from the cash proceedslocal tax authority and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, if anyfor tax purposes, received upon sale the Participant is deemed to have been issued the full number of any shares of Common Stock received following Shares subject to the end vested RSUs, notwithstanding that a number of the Period Shares are held back solely for the purpose of Restriction in respect of paying the Restricted Stock, and at the time of payment, withholding shares of Common Stock sufficient to meet minimum withholding obligations for Tax-Related Items. The Corporation Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may refuse be required to issue and withhold as a result of the Participant’s participation in the Plan or the Participant’s purchase of Shares that cannot be satisfied by the means previously described. Finally, the Participant acknowledges that the Company has no obligation to deliver shares Shares to the Participant until the Participant has satisfied the obligations in connection with the Tax-Related Items as described in this Section. Unless determined otherwise by the Committee in advance of Common Stock in payment a Tax-Related Items withholding event, the method of any earned Restricted Stock if the Employee fails to comply with any withholding obligationfor this RSU will be (a) above.

Tax-Related Items. Regardless (a)The Participant acknowledges that, regardless of any action taken by the Corporation or the Employee’s employer takes with respect to any or all income taxor, payroll tax or other tax-related withholding (Tax-Related Items)if different, the Employee acknowledges that Employer, the ultimate liability for all Tax-Related Items owed by the Employee is and remains the EmployeeParticipant’s responsibility and may exceed the amount of Tax-Related Items withholding actually withheld by the Corporation or the Employer. The Participant further acknowledges that the Corporation and/or the Employee’s employer Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of Restricted StockAward, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted StockStock Units, the subsequent sale of shares of Common Stock issued following the end of the Period of Restriction Shares acquired pursuant to such settlement and the receipt of any dividends or and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Stock Award to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related ItemsItems or achieve any particular tax result. If Further, if the Corporation determines that it and/or the Employee’s employer must withhold any Participant is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as a result of the Employee’s participation in the Planapplicable, the Employee Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to collect Tax-Related Items withholding in more than one jurisdiction. (b)Prior to the relevant taxable or tax withholding event, as applicable, the Participant agrees as a condition of the grant of the Restricted Stock to make adequate arrangements satisfactory to the Corporation and/or the Employee’s employer to enable it Employer to satisfy all withholding requirementsTax-Related Items. In this regard, including, but not limited to, withholding any applicable the Participant authorizes the Corporation or its respective agents to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the pay-out of Participant’s wages or other cash compensation paid to the Restricted Stock. In addition, the Employee authorizes Participant by the Corporation and/or the EmployeeEmployer; or (ii) withholding from proceeds of the sale of Shares of acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Corporation (on the Participant’s employer behalf pursuant to fulfill this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Corporation under the 1934 Act, then the Committee shall establish the method of withholding from alternatives (i)-(iii) herein and, if the Committee does not exercise its withholding obligations by all legal means, including, but not limited to: withholding discretion prior to the Tax-Related Items withholding event, then the Participant shall be entitled to elect the method of withholding from the Employee’s wagesalternatives above. (c)Depending on the withholding method, salary the Corporation or other cash compensation the Employee’s employer pays to the Employee; withholding Employer may withhold or account for Tax-Related Items from by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the cash proceeds, if any, received upon sale Participant will receive a refund of any shares of Common Stock received following over-withheld amount in cash and will have no entitlement to the end of Share equivalent. If the Period of Restriction in respect of the Restricted Stock, and at the time of payment, withholding shares of Common Stock sufficient to meet minimum withholding obligations obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. 3 (d)Finally, the Participant agrees to pay to the Corporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Corporation may refuse to issue and or deliver shares the Shares or the proceeds of Common Stock in payment the sale of any earned Restricted Stock Shares, if the Employee Participant fails to comply with any withholding obligationhis or her obligations in connection with the Tax-Related Items. 10.

Tax-Related Items. Regardless of any action the Corporation or the Employee’s employer takes with respect to any or all income tax, payroll tax or other tax-related withholding (Tax-Related Items), the Employee acknowledges that the ultimate liability for all Tax-Related Items owed by the Employee is and remains the Employee’s responsibility and that the Corporation and/or the Employee’s employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of Restricted StockStock Units, including the grant and vesting of the Restricted StockStock Units, the subsequent sale of shares of Common Stock issued following the end of the Period of Restriction and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items. If the Corporation determines that it and/or the Employee’s employer must withhold any Tax-Related Items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of the Restricted Stock Units to make arrangements satisfactory to the Corporation and/or the Employee’s employer to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the pay-out of the Restricted StockStock Units. In addition, the Employee authorizes the Corporation and/or the Employee’s employer to fulfill its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from the Employee’s wages, salary or other cash compensation the Employee’s employer pays to the Employee; withholding Tax-Related Items from the cash proceeds, if any, received upon sale of any shares of Common Stock received following the end of the Period of Restriction in respect of the Restricted StockStock Units, and at the time of payment, withholding shares of Common Stock sufficient to meet minimum withholding obligations for Tax-Related Items. The Corporation may refuse to issue and deliver shares of Common Stock in payment of any earned Restricted Stock Units if the Employee fails to comply with any withholding obligation.

Tax-Related Items. Regardless of any action the Corporation or the Employee’s employer takes with respect to any or all income tax, payroll tax or other tax-related withholding (Tax-Related Items), the Employee acknowledges that the ultimate liability for all Tax-Related Items owed by the Employee is and remains the Employee’s responsibility and that the Corporation and/or the Employee’s employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of Restricted Stock, including the grant and or vesting of the Restricted Stock, the subsequent sale of shares of Common Stock issued following the end of the Period of Restriction and the receipt of any dividends or dividend equivalentsthis Cash Award; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Cash Award to reduce or eliminate the Employee’s liability for Tax-Related Items. If the Corporation determines that it and/or the Employee’s employer must withhold any Tax-Related Items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of the Restricted Stock Cash Award to make arrangements satisfactory to the Corporation and/or the Employee’s employer to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the pay-out of the Restricted StockCash Award. In addition, the Employee authorizes the Corporation and/or the Employee’s employer to fulfill its withholding obligations by all legal means, including, but not limited to: to withholding Tax-Related Items from the Employee’s wages, salary or other cash compensation the Employee’s employer pays to the Employee; withholding Tax-Related Items from the cash proceeds, if any, received upon sale of any shares of Common Stock received following the end of the Period of Restriction in respect of the Restricted Stock, and at the time of payment, withholding shares of Common Stock sufficient to meet minimum withholding obligations for Tax-Related Items. The Corporation may refuse to issue and deliver shares of Common Stock in payment of any earned Restricted Stock if the Employee fails to comply with any withholding obligation.