Withholding Tax Election Clause Samples
A Withholding Tax Election clause allows parties to specify how withholding taxes will be handled in relation to payments made under the agreement. Typically, this clause enables one party to elect whether taxes should be withheld from payments, and may outline procedures for providing necessary documentation or for grossing up payments to account for such taxes. Its core function is to allocate responsibility for tax compliance and ensure that both parties are clear on how tax obligations will affect the amounts paid or received, thereby reducing the risk of disputes or unexpected financial liabilities.
Withholding Tax Election. Unless otherwise determined by the Committee, by accepting this award, Grantee understands and agrees that as a condition of the grant of the RSUs pursuant to this Restricted Stock Unit Award Agreement, Grantee is required to, and hereby affirmatively elects to (the “Sell to Cover Election”): (1) sell that number of shares of Stock determined in accordance with Section 6(c) as may be necessary to satisfy all applicable withholding obligations with respect to any taxable event arising in connection with the RSUs, and (2) to allow the Agent (as defined in Section 6(c)) to pay the cash proceeds of such sale(s) to the Company. Additionally, ▇▇▇▇▇▇▇ agrees that the Agent may effect sales as provided in clause (1) above in one or more sales and that the average price for executions resulting from bunched orders, meaning sales of shares of Stock for other RSU award recipients who have RSU awards vesting on the same date as the Grantee, will be assigned to ▇▇▇▇▇▇▇’s account, and ▇▇▇▇▇▇▇ has no control over the time of such sales. Moreover, if the Company determines that the sale of shares of Stock would adversely impact the Company, the Grantee or otherwise, as determined by the Company in its sole discretion, the Company may instruct the Agent not to sell shares of Stock as provided by clause (1) above, in which case the Company will allow the Grantee to satisfy such tax obligations through one or more of the methods set forth in Section 6(a)(i)-(v) above as determined by the Company. Furthermore, Grantee hereby directs the Company to make a cash payment equal to the required tax withholding from the cash proceeds of such sale(s) directly to the appropriate taxing authorities. Grantee hereby represents and warrants that on the date hereof Grantee (i) is not aware of any material, nonpublic information with respect to the Company or any securities of the Company, (ii) is not subject to any legal, regulatory, or contractual restriction that would prevent the Agent from conducting sales, does not have, and will not attempt to exercise, authority, influence or control over any sales of Stock effected by the Agent pursuant to the Agreement, and (iii) is entering into the Agreement and this election to “sell to cover” in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 (regarding trading of the Company’s securities on the basis of material nonpublic information) under the Securities Exchange Act of 1934, as amended (the “Exchange ...
Withholding Tax Election. Participant understands that by accepting this Restricted Stock Unit Award, Participant hereby (i) affirmatively elects (the “Sell to Cover Election”), effective as of the Date of Grant, to sell that number of shares of Common Stock determined in accordance with Section 10(a) of the Restricted Stock Unit Award Agreement, and to allow the Agent (as defined in the Restricted Stock Unit Award Agreement) to remit the cash proceeds of such sale to the Company as more specifically set forth in Section 10(a) of the Restricted Stock Unit Award Agreement; (ii) directs the Company to make a cash payment equal to the required tax withholding from the cash proceeds of such sale directly to the appropriate taxing authorities; and (iii) represents and warrants that
Withholding Tax Election. The Participant has carefully reviewed Section 4 of the Agreement and the Participant hereby represents and warrants that on the date hereof he or she is not aware of any material, nonpublic information with respect to the Company or any securities of the Company, and is entering into the Agreement and this election to “sell to cover” in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It is the Participant’s intent that this election to “sell to cover” comply with the requirements of Rule 10b5-1(c)(1)(i)
Withholding Tax Election. The Participant understands that by accepting the grant of the RSUs on the website to which this Agreement is posted, the Participant hereby affirmatively elects (the “Sell to Cover Election”) to sell that number of Shares determined in accordance with Section 2.6 of the Agreement and to allow the Agent (as defined below) to remit the cash proceeds of such sale to the Company. Furthermore, the Participant directs the Company to make a cash payment equal to the required tax withholding from the cash proceeds of such sale directly to the appropriate taxing authorities. The Participant has carefully reviewed Section 2.6 of the Agreement and the Participant hereby represents and warrants that on the date hereof he or she is not aware of any material, nonpublic information with respect to the Company or any securities of the Company, is not subject to any legal, regulatory or contractual restriction that would prevent the Agent from conducting sales, does not have, and will not attempt to exercise, authority, influence or control over any sales of Shares effected by the Agent pursuant to the Agreement, and is entering into the Agreement and this Sell to Cover Election in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 (regarding trading of the Company’s securities on the basis of material nonpublic information) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It is the Participant’s intent that this Sell to Cover Election comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to comply with the requirements of Rule 10b5-1
Withholding Tax Election. Enclosed with this letter are Election(s) for Payment of Taxes Upon Vesting of RSUs and PSUs, if applicable. Please complete and return signed elections to the location listed at the top of the election forms. If a completed tax withholding election form for an award is not returned by 5 days prior to the settlement date, shares of stock to be issued upon settlement will be withheld and applied to the minimum required federal, state and local withholding taxes.