Regardless of any action the Company and/or, if different, the Subsidiary of the Company which employs you (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of shares of Common Stock in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at vesting, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items. Prior to the relevant taxable event, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations for Tax-Related Items of the Company and/or the Employer. With the Company’s consent, these arrangements may include (i) withholding from any cash Dividend Equivalents or shares of Company stock that otherwise would be issued to you when they vest, (ii) surrendering shares that you previously acquired, (iii) deducting the withholding taxes from any cash compensation payable to you or (iv) withholding from proceeds of the sale of shares of Common Stock issued upon settlement of the Restricted Stock Units. Notwithstanding the foregoing, if you are an officer of the Company under Section 16 of the Exchange Act, any withholding or surrender of shares of Common Stock pursuant to (i) or (ii) hereof will be approved in advance by the Board or Committee to the extent necessary to qualify such transaction as exempt under Exchange Act Rule 16b-3. The fair market value of the shares you surrender, determined as of the date taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes.
The Company may refuse to deliver the shares of Common Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items as described in this provision.
Restrictions on Resale
You agree not to sell any shares of Common Stock you receive under this Agreement at a time when applicable laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.