Tech Data 2014 Annual Report Download - page 189

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Items associated with any aspect of the RSUs. If the obligation for the Participant’s Tax-
Related Items is satisfied by
withholding a number of Shares as described herein, the Participant will be deemed to have been issued the full number
of Shares subject to the award of RSUs, notwithstanding that a number of the Shares is held back solely for the purpose
of paying the Tax-Related Items due as a result of the vesting or any other aspect of the award.
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.
2. Deemed Loan Provision . The following new provision shall be added as Section 6A of the Agreement:
If payment or withholding of the income tax due is not made within 90 days of the event giving rise to the Tax-
Related Items (the “Due Date”)
or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings
and Pensions) Act 2003, the amount of any uncollected Tax-
Related Items shall constitute a loan owed by the Participant
to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-
current HM
Revenue and Customs Official Rate, it will be immediately due and repayable, and the Company or the Employer may
recover it at any time thereafter by any of the means referred to in Section 6 of the Agreement. Notwithstanding the
foregoing, if the Participant is an “Officer” (as defined in Rule 16a-
1(f) of the Securities Exchange Act of 1934), the
terms of this Section 6A shall not apply to the Participant. In the event that Tax-
Related Items are not collected from or
paid by an Officer Participant by the Due Date, the amount of any uncollected Tax-
Related Items may constitute a
benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The
Participant agrees that the Company may collect any income tax and National Insurance Contributions due on this
additional benefit from the Participant by any of the means set forth in Section 6 of the Agreement.
3. Exclusion of Claim .
The Participant acknowledges and agrees that the Participant will have no entitlement
to compensation or damages insofar as such entitlement arises or may arise from the Participant’
s ceasing to have rights
under or to be entitled to vest in the Participant’
s RSUs as a result of such termination (whether the termination is in
breach of contract or otherwise), or from the loss or diminution in value of the Participant’
s RSUs. Upon the grant of the
RSUs, the Participant shall be deemed to have irrevocably waived any such entitlement.
* * * * *
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