Tech Data 2014 Annual Report Download - page 172

securities laws; provided, however, that the delivery will occur at the earliest date the Company reasonably anticipates
that the distribution will not cause a violation.
The delivery of Shares upon vesting of the RSUs shall be deemed effected for all purposes when a stock transfer agent
shall have deposited such Shares according to the delivery instructions provided by Participant (or if any other individual
(s) then hold the RSUs, by such other individual(s)). Fractional Shares shall not be issued.
Section 6. Tax Withholding Obligations .
Regardless of any action the Company or the Employer takes with
respect to any or all income tax, social insurance contributions, payroll tax, payment on account or other tax-
related
withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-
Related Items is
and remains the Participant’
s responsibility and that the Company and/or the Employer (1) make no representations or
undertakings regarding the treatment of any Tax-
Related Items in connection with any aspect of the RSUs, including but
not limited to, the grant of the RSUs, the vesting of the RSUs, the subsequent sale of any Shares acquired at vesting or
the receipt of any dividends, and (2) do not commit to structure the terms of the grant or any aspect of the RSUs to
reduce or eliminate the Participant’s liability for Tax-Related Items.
Finally, the Participant will pay to the Company or the Employer any amount of Tax-
Related Items that the
Company or the Employer may be required to withhold as a result of the Participant’
s participation in the Plan or the
Participant’
s acquisition of Shares that cannot be satisfied by the means previously described. The Company may refuse
to deliver any Shares due upon vesting of the RSUs if the Participant fails to comply with his or her obligations in
connection with the Tax-
Related Items as described in this section. The Participant hereby consents to any action
reasonably taken by the Company to meet his or her obligation for Tax-Related Items.
Section 7. Changes in Capitalization .
The existence of the RSUs shall not affect in any way the right or power
of the Company or its stockholders to make, authorize or consummate (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company’
s capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above
the shares subject to RSUs; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or outstanding
assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding,
whether of a similar character or otherwise.
Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any
class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the
exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no adjustment by reason
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