SHARE SCHEMES. 19.1 This clause 19 shall apply in circumstances where the Purchaser and any member of the Purchaser’s Group is responsible for withholding tax and/or Pay As You Earn and/or social security liabilities incurred in the United Kingdom or elsewhere resulting from, or otherwise in connection with, the participation at Completion of any of the employees, or former employees of the Group (which shall for these purposes include any employees whose employment is transferred, whether before Completion or otherwise, to a member of the Group) in any share incentive or share option scheme operated by the Seller (together, “the Schemes”). (A) The Seller undertakes to notify the Purchaser if any employee or former employee shall seek to exercise any option or shall have an award which vests under the Schemes and shall provide sufficient and timely information, in order for the Purchaser to undertake the calculation provided for in (B) below, relating to the identity of the employee or former employee, the number of shares involved, the exercise price (if any) and the date of vesting or exercise. (B) The Purchaser shall then provide the Seller with sufficient and timely information to indicate the relevant amount of its liability to account for any payment of tax and/or social security liabilities due as a result of, or otherwise in connection with, the exercise of the options or vesting of the award by any of the employees or former employees of the Group. (C) Subject to receipt of the information from the Purchaser under (B) above where authorised to do so by the relevant employee or the rules of the relevant Scheme and where applicable, the Seller shall arrange for the sale of sufficient of the shares acquired pursuant to any Scheme to produce net cash proceeds to meet the amount of any employee taxation (including employee’s National Insurance Contributions) which is required to be accounted for by the Purchaser, or any member of the Purchaser’s Group, and will remit the proceeds of sale to the Purchaser; and (D) The Purchaser (or the relevant member of the Purchaser’s Group) will apply the proceeds of sale received from the Seller to fully discharge the employee taxation liability and account for the same to the relevant tax authorities. 19.3 In circumstances where this clause applies the Seller shall pay to the Purchaser by way of an adjustment of the Consideration on an After-Tax basis an amount equal to any employer’s national insurance contributions for which any Group Member becomes liable as a result of the exercise of any option or the vesting of any award granted under the Schemes by any of the employees, or former employees of the Group (which shall for these purposes include any employees whose employment is transferred, whether before Completion or otherwise, to a member of the Group) after Completion.
Appears in 1 contract
SHARE SCHEMES. 19.1 This clause 19 shall apply in circumstances where (a) The Buyer agrees that, following the Purchaser Closing and any member to the extent determined by the compensation committee of the Purchaser’s Guarantor in accordance with the Seller Group is responsible for withholding tax and/or Pay As You Earn and/or social security liabilities incurred Share Schemes, the Target Group Participants shall continue to be entitled to exercise any rights that they have under the Seller Group Share Schemes immediately prior to the Closing (including any rights to exercise any options that they may hold or realize any vested awards) in respect of shares in the United Kingdom or elsewhere resulting fromGuarantor (the "Seller Group Existing Rights").
(b) The Seller shall (i) procure the number of shares in the Guarantor as required to satisfy Target Group Participants' rights under the Seller Group Existing Rights and deliver such shares to the respective Target Group Participants as and when they become due, or otherwise in connection with, and (ii) reimburse to the participation at Completion of any of the employees, or former employees of the Group (which shall for these purposes include any employees whose employment is transferred, whether before Completion or otherwise, to Buyer all amounts that a member of the Group) in any share incentive or share option scheme operated by the Seller (together, “the Schemes”).
(A) The Seller undertakes Buyer Group may be required to notify the Purchaser if any employee or former employee shall seek pay to exercise any option or shall have an award which vests under the Schemes and shall provide sufficient and timely information, in order for the Purchaser to undertake the calculation provided for in (B) below, relating to the identity employees of the employee Buyer Group who are Target Group Participants or former employeeto Tax or social security authorities in connection with Seller Group Existing Rights, including the number cost of any shares involved, in the Guarantor used to satisfy the exercise price (if any) and the date or realization of vesting or exercise.
(B) The Purchaser shall then provide the Seller with sufficient and timely information Group Existing Rights and, subject to indicate the relevant amount of its Section 8.7(c), any liability to account for any payment of tax and/or employees' social security liabilities contributions or income Tax due under social security or income Tax withholding systems.
(c) The Buyer shall procure that, following the Closing, any amount of employees' social security contributions or income Tax that the member of the Buyer Group which is the employer of the relevant Target Group Participant is required to account for under social security and income Tax withholding systems as a result of, of any exercise or realization of Seller Group Existing Rights is promptly recovered from or otherwise in connection with, the exercise of the options or vesting of the award by any of the employees or former employees of the Group.
(C) Subject to receipt of the information from the Purchaser under (B) above where authorised to do so made good by the relevant employee employees, and to the extent that such recovery or the rules making good has been obtained within 24 months of the relevant Scheme and where applicableClosing, the Seller Buyer shall arrange for the sale of sufficient of the shares acquired pursuant to any Scheme to produce net cash proceeds to meet the amount of any employee taxation (including employee’s National Insurance Contributions) which is required to be accounted for by the Purchaser, or any member of the Purchaser’s Group, and will remit the proceeds of sale refund to the Purchaser; and
(D) The Purchaser (or the relevant member of the Purchaser’s Group) will apply the proceeds of sale received from the Seller to fully discharge the employee taxation liability and account for the same to the relevant tax authorities.
19.3 In circumstances where this clause applies the Seller shall pay to the Purchaser by way of an adjustment of the Consideration on an After-Tax basis an amount equal to any employer’s national insurance contributions for which any Group Member becomes liable as a result of the exercise of any option amount so recovered or the vesting of any award granted under the Schemes by any of the employees, or former employees of the Group (which shall for these purposes include any employees whose employment is transferred, whether before Completion or otherwise, to a member of the Group) after Completionmade good.
Appears in 1 contract