Withholding of Taxes and Other Required Source Deductions. To the extent that the receipt of the Phantom Stock Units results in employment income, compensation income, wages or other taxable income to the Employee for federal, state, provincial or local tax purposes, the Employee shall deliver to the Company at the time of such receipt such amount of money (in Canadian dollars) as the Company may require to ensure it can comply with its withholding obligations under applicable tax laws or regulations. The Committee may, in its discretion, require the Employee to pay to the Company at the time of the settlement of Phantom Stock Units or thereafter, the amount that the Committee deems necessary to satisfy the Company's current or future obligation to withhold federal, state, provincial or local income or other taxes that the Employee may incur in connection with the settlement of the Phantom Stock Units. If the Phantom Stock Units are settled in cash, then the Company shall deduct from the amount of the cash payment the amount that is required to satisfy the Company's tax withholding obligation and other required source deductions arising in connection with the Vesting Date. If the Phantom Stock Units are settled in Shares, the Employee may (i) direct the Company to withhold from the Shares to be issued to the Employee the number of Shares necessary to satisfy the Company's obligation to withhold taxes and other required source deductions, that determination to be based on the shares' Fair Market Value as of the date of settlement; (ii) deliver to the Company sufficient shares of Lone Pine's common stock (based upon the Fair Market Value as of the date of such delivery) to satisfy the Company's tax withholding obligation and other required source deductions; or (iii) deliver sufficient cash (in Canadian dollars) to the Company to satisfy its tax withholding obligation and other required source deductions. If the Employee elects to use a stock withholding feature, then the Employee must make the election at the time and in the manner that the Committee prescribes. The Committee may, at its sole option, deny the Employee's request to satisfy withholding obligations through shares of Lone Pine's common stock instead of cash. In the event the Committee subsequently determines that the aggregate Fair Market Value (as determined above) of any shares of Lone Pine's common stock withheld or delivered as payment of any tax withholding obligation or other required source deductions is insufficient to discharge that tax withholding obligation and required deductions, then the Employee shall pay to the Company, immediately upon the Committee's request, the amount of that deficiency in the form of payment requested by the Committee.
Appears in 2 contracts
Samples: Phantom Stock Unit Agreement (Lone Pine Resources Inc.), Phantom Stock Unit Agreement (Lone Pine Resources Inc.)
Withholding of Taxes and Other Required Source Deductions. To the extent that the receipt of the Phantom Stock Units or the settlement of Phantom Stock Units results in employment income, compensation income, income or wages or other taxable income to the Employee for federal, state, provincial or local tax purposes, the Employee shall deliver to the Company at the time of such receipt or settlement, as the case may be, such amount of money (in Canadian dollars) dollars as the Company may require to ensure it can comply with meet its withholding obligations obligation under applicable tax laws or regulations. The Committee may, in its discretion, require Employee may elect with respect to this Agreement to surrender or authorize the Company to withhold Shares (valued at their Fair Market Value on the date of surrender or withholding of such Shares) to satisfy any tax or other required source deductions required to be withheld by reason of compensation income or wages resulting under this Agreement. An election pursuant to the preceding sentence shall be referred to herein as a "Stock Withholding Election" and the Company retains the right to impose conditions on the stock withholding election right. If the Employee to pay is a Section 16 Person, the Stock Withholding Election must:
(i) be irrevocable and made at least six months prior to the Company withholding date, or
(ii) comply with the Company's xxxxxxx xxxxxxx policies and special trading procedures for directors and officers as in effect from time to time. Taxes arising in connection with the Vesting Date will be due and payable at the time of the settlement of Phantom Stock Units or thereafter, the amount that the Committee deems necessary to satisfy the Company's current or future obligation to withhold federal, state, provincial or local income or other taxes that the Employee may incur in connection with the settlement of the Phantom Stock Units. If the Phantom Stock Units are settled in cashIn any event, then the Company shall deduct from the amount of the cash payment the amount that is required to satisfy the Company's tax withholding obligation and other required source deductions arising in connection with the Vesting Date. If the Phantom Stock Units are settled in Shares, if the Employee may (i) direct the Company fails to withhold from the Shares to be issued to the Employee the number of Shares necessary to satisfy the Company's obligation to withhold taxes and other required source deductions, that determination to be based on the shares' Fair Market Value as of the date of settlement; (ii) deliver to the Company sufficient shares of Lone Pine's common stock (based upon the Fair Market Value as payment of the date required amounts described above on or before 5:00 p.m. on December 29 of such delivery) the calendar year in which the Vesting Date occurs, or fails to satisfy make a Stock Withholding Election, the Company's tax withholding obligation and other required source deductions; or (iii) deliver sufficient Company is authorized, in its sole discretion, to withhold from any cash (in Canadian dollars) value or, if the Employee is not a Section 16 Person, withhold any Shares distributable to the Company to satisfy its tax withholding obligation and other required source deductions. If the Employee elects to use a stock withholding featureunder this Agreement, then the Employee must make the election at the time and in the manner that the Committee prescribes. The Committee may, at its sole option, deny the Employee's request to satisfy withholding obligations through shares of Lone Pine's common stock instead of cash. In the event the Committee subsequently determines that the aggregate Fair Market Value (as determined above) of any shares of Lone Pine's common stock withheld or delivered as payment of any tax withholding obligation or other required source deductions is insufficient required to discharge that tax withholding obligation and required deductions, then the Employee shall pay to the Company, immediately upon the Committee's request, the amount be withheld by reason of that deficiency in the form of payment requested by the Committeecompensation income or wages resulting under this Agreement.
Appears in 2 contracts
Samples: Phantom Stock Unit Agreement (Forest Oil Corp), Phantom Stock Unit Agreement (Forest Oil Corp)