Common use of Withholding; Tax Matters Clause in Contracts

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient determined by the Company up to the maximum respective statutory rates to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Alternatively, with respect to RSUs that have vested and, if applicable, any Designated Deferral Date has been reached, Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, or (ii) to surrender to the Participant mayCompany (via an instruction, with respect given to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, the Company prior to the vesting delivery of any RSUs subject Shares pursuant to this AwardSection 2, to irrevocably instruct the financial institution to which the deduct from delivery of Shares underlying Shares will be delivered upon vesting, prior to vesting (xvested RSUs) to sell on behalf of Participant immediately on vesting a sufficient number of Shares underlying the vested RSUs with a market value, as determined by the Company, equal to produce funds to satisfy any the amount of the federal, state or local withholding tax requirements and requirement (y) to pay such funds over which may be up to the Company maximum respective statutory rates); provided that the Committee, in its sole discretion, may at any time prohibit the Participant from utilizing the method to satisfy such provide for withholding taxes and provide the Company, prior to the applicable vesting date, with notice of such election specified in this clause (including a copy of such instructionsii). Notwithstanding the foregoingHowever, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions share deduction instruction described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the withhold delivery of underlying Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to deduct amounts determined by the Company to satisfy such taxesbe withheld up to the maximum statutory rates from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. Notwithstanding the above, FICA and Medicare tax withholding due upon vesting of RSUs which occurs prior to a distribution event under Article 3 or a Designated Deferral Date shall be effected by deducting from such RSUs a number of Shares underlying the vested portion of such RSUs with a market value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding liability due or, alternatively in the sole discretion of the Company which shall be applied on a uniform basis to all such RSUs vesting on the same date, by requiring that either Participant remit to the Company by check an amount sufficient to satisfy any such FICA and Medicare tax withholding or that such tax withholding liability will be satisfied from other payments to which the Participant is entitled.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs Shares subject to this Award, to irrevocably instruct the financial institution that holds such Shares, or as applicable, the financial institution to which the underlying such Shares will shall be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check described in the prior sentence or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares granted hereunder is due, the Company shall, and Participant hereby authorizes the Company to, either (i) withhold delivery of Shares or deduct amounts required to be withheld from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation or (ii) to irrevocably instruct the financial institution to which the that will hold such Shares will be delivered upon the related RSUs immediately after vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act elect either option contained therein in its sole discretion without any liability to the Participant resulting from the action option the Company selects or the timing under which the Company makes and carries out the actionelection.

Withholding; Tax Matters. (ai) The Company mayAny and all payments by Borrower to or for the account of Lender hereunder or under any other Financing Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, liabilities with respect to withholding thereto, excluding (A) taxes that are due upon vesting imposed on Lender’s overall net income, franchise taxes imposed on it in lieu of RSUs or delivery of Sharesnet income taxes, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentencebranch profits taxes, in each case imposed by the date jurisdiction under the laws of which Lender is organized, in which its principal office or applicable lending office is located, or with which it has a present or former connection (other than any withholding tax with respect to any RSUs connection arising solely from having executed, delivered, performed its obligations or underlying Shares is duereceived payment under, the Company shallor enforced this Agreement), and Participant hereby authorizes any political subdivision of any of the Company toforegoing, irrevocably instruct (B) U.S. withholding taxes applicable to Lender (and only at the financial institution rate in effect) at the time such Lender first becomes a party to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federalthis Agreement, state or local withholding tax requirements and (yC) any taxes imposed pursuant to pay FATCA, (all such funds over non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under any other Financing Document being hereinafter referred to as “Indemnified Taxes”). If Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any Financing Documents, (i) the sum payable shall be increased as necessary so that after making all required deductions for Indemnified Taxes (including such deductions for Indemnified Taxes applicable to additional sums payable under this Section 3.07(b)) Lender receives an amount equal to the Company to satisfy sum it would have received had no such taxes. Participant acknowledges that in deductions for Indemnified Taxes been made, and (ii) Borrower shall make any required deductions and pay the event the preceding sentence applies, the Company shall act in its sole discretion without any liability full amount deducted to the Participant resulting from relevant taxation or other authority in accordance with applicable law. For avoidance of doubt, this section shall not apply to payments on or under the action or the timing under which the Company carries out the actionWarrants.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient determined by the Company up to the maximum respective statutory rates to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively Alternatively, with respect to RSUs that have vested, the Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, or (ii) to surrender to the Participant mayCompany (via an instruction, with respect given to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, the Company prior to the vesting delivery of any RSUs subject Shares pursuant to this AwardSection 2, to irrevocably instruct the financial institution to which the deduct from delivery of Shares underlying Shares will be delivered upon vesting, prior to vesting (xvested RSUs) to sell on behalf of Participant immediately on vesting a sufficient number of Shares underlying the vested RSUs with a market value, as determined by the Company, equal to produce funds to satisfy any federal, state or local the amount of the applicable withholding tax requirements and (y) to pay such funds over which may be up to the Company maximum respective statutory rates); provided that the Committee, in its sole discretion, may at any time prohibit the Participant from utilizing the method to satisfy such provide for withholding taxes and provide the Company, prior to the applicable vesting date, with notice of such election specified in this clause (including a copy of such instructionsii). Notwithstanding the foregoingHowever, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions share deduction instruction described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the withhold delivery of underlying Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to deduct amounts determined by the Company to satisfy such taxesbe withheld up to the maximum statutory rates from payments of any kind by the company or its subsidiaries to which Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check described in the prior sentence or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, either (i) withhold delivery of underlying Shares or deduct amounts required to be withheld from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation or (ii) to irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act elect either option contained therein in its sole discretion without any liability to the Participant resulting from the action option the Company selects or the timing under which the Company makes and carries out the actionelection.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Alternatively, with respect RSUs that have vested and, if applicable, any Designated Deferral Date has been reached, Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternativehereof or (ii) if Participant is a resident of the United States at the time of vesting, or if applicable, after reaching a Designated Deferral Date, to surrender to the Participant mayCompany (via an instruction, with respect given to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, the Company prior to the vesting delivery of any RSUs subject Shares pursuant to this AwardSection 2, to irrevocably instruct the financial institution to which the deduct from delivery of Shares underlying Shares will be delivered upon vesting, prior to vesting (xvested RSUs) to sell on behalf of Participant immediately on vesting a sufficient number of Shares underlying the vested RSUs with a market value, as determined by the Company, equal to produce funds to satisfy any the amount of the federal, state or local withholding tax requirements and requirement (y) to pay such funds over which may be limited to the Company minimum withholding requirement); provided that the Committee, in its sole discretion, may at any time prohibit the Participant from utilizing the method to satisfy such provide for withholding taxes and provide the Company, prior to the applicable vesting date, with notice of such election specified in this clause (including a copy of such instructionsii). Notwithstanding the foregoingHowever, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions share deduction instruction described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct withhold delivery of underlying Shares or deduct amounts required to be withheld from payments of any kind by the financial institution Company or its subsidiaries to which the Shares will Participant would otherwise be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federalentitled, state or local withholding tax requirements including without limitation salary, bonus and (y) to pay such funds over to the Company to satisfy such taxesother compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. Notwithstanding the above, FICA and Medicare tax withholding due upon vesting of RSUs which occurs prior to a distribution event under Article 3 or a Designated Deferral Date shall be effected by deducting from such RSUs a number of Shares underlying the vested portion of such RSUs with a market value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding liability due or, alternatively in the sole discretion of the Company which shall be applied on a uniform basis to all such RSUs vesting on the same date, by requiring that either Participant remit to the Company by check an amount sufficient to satisfy any such FICA and Medicare tax withholding or that such tax withholding liability will be satisfied from other payments to which the Participant is entitled.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Alternatively, with respect RSUs that have vested and, if applicable, any Designated Deferral Date has been reached, Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternativehereof or (ii) if Participant is a resident of the United States at the time of vesting, or if applicable, after reaching a Designated Deferral Date, to surrender to the Participant mayCompany (via an instruction, with respect given to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, the Company prior to the vesting delivery of any RSUs subject Shares pursuant to this AwardSection 2, to irrevocably instruct the financial institution to which the deduct from delivery of Shares underlying Shares will be delivered upon vesting, prior to vesting (xvested RSUs) to sell on behalf of Participant immediately on vesting a sufficient number of Shares underlying the vested RSUs with a market value, as determined by the Company, equal to produce funds to satisfy any the amount of the federal, state or local withholding tax requirements and requirement (y) to pay such funds over which may be limited to the Company minimum withholding requirement); provided that the Committee, in its sole discretion, may at any time prohibit the Participant from utilizing the method to satisfy such provide for withholding taxes and provide the Company, prior to the applicable vesting date, with notice of such election specified in this clause (including a copy of such instructionsii). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions share deduction instruction described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct withhold delivery of underlying Shares or deduct amounts required to be withheld from payments of any kind by the financial institution Company or its subsidiaries to which the Shares will Participant would otherwise be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federalentitled, state or local withholding tax requirements including without limitation salary, bonus and (y) to pay such funds over to the Company to satisfy such taxesother compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs Shares subject to this Award, to irrevocably instruct the financial institution that holds such Shares, or as applicable, the financial institution to which the underlying such Shares will shall be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check described in the prior sentence or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares granted hereunder is due, the Company shall, and Participant hereby authorizes the Company to, either (i) withhold delivery of Shares or deduct amounts required to be withheld from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation or (ii) to irrevocably instruct the financial institution to which the that will hold such Shares will be delivered upon the related RSUs immediately after vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action.such

Withholding; Tax Matters. Fox Factory, the Employer or an Affiliate shall report all income and withhold and remit all required local, state, federal, foreign income and other taxes and source deductions or other amounts (a“applicable withholding taxes”) The Company mayrequired to be withheld by any governmental authority or law in connection with the payment of cash, the issuance of Shares or the delivery of other property in settlement of RSUs and with respect to any dividend equivalent payments. Without limiting the generality of the foregoing, applicable withholding taxes may be deducted from the Participant’s remuneration or other amounts payable to the Participant; or the Participant may make a cash payment to the Employer or an Affiliate equal to the amount required to be remitted for the account of the Participant; notwithstanding the foregoing, with respect to an Award that the Committee determines to settle in Shares, the Committee will provide the Participant with notice of such determination, setting out a due date by which the Participant must notify the Committee that the Participant will fund the applicable withholding taxes by way of a cash payment to the Employer or an Affiliate or through payroll deductions. If the Participant fails to so notify the Committee by the date set out in the notice to the Participant, the Participant will be deemed to have directed Fox Factory, on behalf of the Employer, to (i) sell or repurchase, on behalf of the Participant, that number of Shares having a Fair Market Value as nearly equal as possible to the applicable withholding taxes and (i) remit the proceeds of such sale or repurchase to the relevant governmental authority for the account of the Participant; or withholding tax requirements may be satisfied by a combination of such methods. Neither Fox Factory nor the Employer have any warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the receipt of cash or other property or the issuance of any Shares to the Participant or otherwise, and the Participant hereby authorizes is in no manner relying on Fox Factory, the Company toEmployer, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the representatives for an assessment of such tax consequences. The Participant would otherwise acknowledges that there may be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding adverse tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, consequences with respect to withholding taxes the Award and that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting should consult a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions)advisor. Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. The Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting has been advised that the Participant should consult with the Participant’s own legal counsel, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that Fox Factory has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the action or the timing under which the Company carries out the actionParticipant.

Withholding; Tax Matters. (a1) The Company mayAny and all payments by Borrower to or for the account of Bank hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, liabilities with respect to withholding thereto, excluding (i) taxes that are due upon vesting imposed on Bank’s overall net income, franchise taxes imposed on it in lieu of RSUs or delivery of Sharesnet income taxes, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentencebranch profits taxes, in each case imposed by the date jurisdiction under the laws of which Bank is organized, in which its principal office or applicable lending office is located, or with which it has a present or former connection (other than any withholding tax with respect to any RSUs connection arising solely from having executed, delivered, performed its obligations or underlying Shares is duereceived payment under, the Company shallor enforced this Agreement), and Participant hereby authorizes any political subdivision of any of the Company toforegoing, irrevocably instruct (ii) U.S. withholding taxes under any law (and at a rate) in effect at the financial institution time Bank first becomes a party to which the Shares will be delivered upon the related RSUs vesting this Agreement, (xiii) Taxes attributable to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares Bank’s failure to produce funds to satisfy any federalcomply with paragraph (5) below, state or local withholding tax requirements and (yiv) any taxes imposed pursuant to pay FATCA (all such funds over non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under any other Loan Document being hereinafter referred to as “Indemnified Taxes”). If Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any Loan Documents, (i) the sum payable shall be increased as necessary so that after making all required deductions for Indemnified Taxes (including such deductions for Indemnified Taxes applicable to additional sums payable under this Section 8.3(c)(1)) Bank receives an amount equal to the Company to satisfy sum it would have received had no such taxes. Participant acknowledges that in deductions for Indemnified Taxes been made, and (ii) Borrower shall make any required deductions and pay the event the preceding sentence applies, the Company shall act in its sole discretion without any liability full amount deducted to the Participant resulting from the action relevant taxation or the timing under which the Company carries out the actionother authority in accordance with applicable law.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, charge the Participant's Account (or, to the extent permitted by law, to deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation) any federal, state or local taxes (including, without limitation, income taxes and the Participant's portion of any employment taxes) or other amounts which it deems are required by law to be withheld. Alternatively In addition, the Company may retain a sufficient number of shares of Common Stock to be issued to the Participant to cover all such required withholding. Notwithstanding the forgoing, in lieu of having such required withholding deducted from other amounts due, the Participant may direct the Company to reduce the number of vested Performance Shares and/or Dividends allocated to the Participant's Account or otherwise retain a sufficient number of shares of Common Stock to be issued to the Participant to cover any or all such required withholding. Alternatively, the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares Common Stock pursuant to Section 2 4 hereof. As another alternative, the Participant may, with respect to withholding taxes acknowledges that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act elect the manner in which any required withholding shall be made in its sole discretion without any liability to the Participant resulting from the action option the Company selects or the timing under which the Company makes and carries out the actionelection.

Withholding; Tax Matters. (ai) The Company mayAny and all payments by Borrower to or for the account of Lender hereunder or under any other Financing Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, liabilities with respect to withholding thereto, excluding (A) taxes that are due upon vesting imposed on Lender’s overall net income, franchise taxes imposed on it in lieu of RSUs or delivery of Sharesnet income taxes, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentencebranch profits taxes, in each case imposed by the date jurisdiction under the laws of which Lender is organized, in which its principal office or applicable lending office is located, or with which it has a present or former connection (other than any withholding tax with respect to any RSUs connection arising solely from having executed, delivered, performed its obligations or underlying Shares is duereceived payment under, the Company shallor enforced this Agreement), and Participant hereby authorizes any political subdivision of any of the Company toforegoing, irrevocably instruct (B) U.S. withholding taxes applicable to Lender (and only at the financial institution rate in effect) at the time such Lender first becomes a party to which this Agreement, and (C) any taxes imposed pursuant to FATCA, (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under any other Financing Document being hereinafter referred to as “Indemnified Taxes”). If Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any Financing Documents, (i) the Shares will sum payable shall be delivered upon increased as necessary so that after making all required deductions for Indemnified Taxes (including such deductions for Indemnified Taxes applicable to additional sums payable under this Section 3.07(b)) Lender receives an amount equal to the related RSUs vesting sum it would have received had no such deductions for Indemnified Taxes been made, and (ii) Borrower shall make any required deductions and pay the full amount deducted to the relevant taxation or other authority in accordance with applicable law. For avoidance of doubt, clause (x) of this Section 3.07(b)(i) and Sections 3.07(b)(ii) and 3.07(b)(iii) shall not apply to sell payments on behalf of Participant immediately on or under the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the actionWarrants.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient determined by the Company up to the maximum respective statutory rates to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient determined by the Company up to the maximum respective statutory rates to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Alternatively, with respect RSUs that have vested and, if applicable, any Designated Deferral Date has been reached, Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternativehereof or (ii) if Participant is a resident of the United States at the time of vesting, or if applicable, after reaching a Designated Deferral Date, to surrender to the Participant mayCompany (via an instruction, with respect given to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, the Company prior to the vesting delivery of any RSUs subject Shares pursuant to this AwardSection 2, to irrevocably instruct the financial institution to which the deduct from delivery of Shares underlying Shares will be delivered upon vesting, prior to vesting (xvested RSUs) to sell on behalf of Participant immediately on vesting a sufficient number of Shares underlying the vested RSUs with a market value, as determined by the Company, equal to produce funds to satisfy any the amount of the federal, state or local withholding tax requirements and requirement (y) to pay such funds over which may be up to the Company maximum respective statutory rates); provided that the Committee, in its sole discretion, may at any time prohibit the Participant from utilizing the method to satisfy such provide for withholding taxes and provide the Company, prior to the applicable vesting date, with notice of such election specified in this clause (including a copy of such instructionsii). Notwithstanding the foregoingHowever, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions share deduction instruction described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the withhold delivery of underlying Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to deduct amounts determined by the Company to satisfy such taxesbe withheld up to the maximum statutory rates from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. Notwithstanding the above, FICA and Medicare tax withholding due upon vesting of RSUs which occurs prior to a distribution event under Article 3 or a Designated Deferral Date shall be effected by deducting from such RSUs a number of Shares underlying the vested portion of such RSUs with a market value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding liability due or, alternatively in the sole discretion of the Company which shall be applied on a uniform basis to all such RSUs vesting on the same date, by requiring that either Participant remit to the Company by check an amount sufficient to satisfy any such FICA and Medicare tax withholding or that such tax withholding liability will be satisfied from other payments to which the Participant is entitled.