Google 2015 Annual Report Download - page 114

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2
the shares will be delivered to the administrator or executor of the Participant’s estate. Any such
administrator or executor must furnish Alphabet with (A) written notice of his or her status as
transferee, (B) a copy of the will and/or such evidence as the Committee may deem necessary to
establish the validity of the transfer, and (C) an agreement by the transferee to comply with all the
terms and conditions of the GSUs that are or would be applicable to the Participant and to be bound
by the acknowledgments made by the Participant hereunder. Delivery of the shares of Capital Stock
pursuant to the GSUs will be made as soon as practicable following the Termination Date but in no
event later than thirty (30) days following such date.
2. Settlement of GSUs. Settlement of vested GSUs shall occur as soon as practicable
following the applicable vesting date, but in no event later than thirty (30) days following such
vesting date. Alphabet will settle the vested GSUs by issuing (either in book-entry form or
otherwise) to the Participant (or the Participant’s beneficiary or estate, in the event of the
Participant’s death), one share of Capital Stock for each vested GSU, subject to satisfaction of all
applicable Tax-Related Items, as described in Section 4 below.
Leave of Absence; Reduced Schedule. Vesting of the GSUs during (i) any leave of absence of the
Participant and (ii) any period during which the Participant works a reduced schedule, shall be
subject to the terms and conditions of the Leaves of Absence and Award Vesting Policy, as in effect
on the Grant Date.
3. Taxes.
(a) Liability for Tax-Related Items. The Participant acknowledges that the Participant is
ultimately liable and responsible for any and all income taxes (including federal, state and local
income taxes), social insurance, payroll taxes and other tax-related withholding (the “Tax-Related
Items”) arising in connection with the GSUs, regardless of any action the Company takes with
respect to such Tax-Related Items. The Participant further acknowledges that Company (i) does not
make any representation or undertaking regarding the treatment of any Tax-Related Item in
connection with any aspect of the GSUs, including the grant, vesting and settlement of the GSUs, or
the subsequent sale of shares of Capital Stock acquired upon settlement of the GSUs and (ii) does
not commit, and is under no obligation, to structure the terms of the GSUs or any aspect of the GSUs
to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax
result.
(b) Payment of Withholding Taxes. Notwithstanding any contrary provision of this
Agreement, no portion of the GSUs will be settled unless and until satisfactory arrangements (as
determined by the Committee) have been made by the Participant with respect to the payment of any
taxes which the Company determines must be withheld with respect to such portion of the GSUs;
provided, that if the Participant fails to make satisfactory arrangements with respect to such taxes
within two and one half (2.5) months following the end of the calendar year in which the applicable
vesting date occurs, then the applicable portion of the GSUs shall be forfeited.
(i) Unless the Participant is a Section 16 Person at the time that the GSUs, or a portion
thereof, are settled, the Committee may use any method permitted by the Plan to satisfy the federal,
state and local withholding tax requirements attributable to the GSUs, or portion thereof, being
settled; and