Tech Data 2014 Annual Report Download - page 193

of this paragraph, the date on which such delivery shall be deemed to have occurred shall be extended for the period
necessary to take and complete such action, it being understood that the Company shall have no obligation to take and
complete any such action. Fractional Shares shall not be issued pursuant to the exercise of an MVSSAR.
Section 6. Tax Withholding Obligations .
To meet the obligations of the Company or affiliates of the Company
with respect to withholding of any and all income tax (including federal, state and local taxes), social insurance
contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”)
under any
domestic or foreign federal, state or local statute, ordinance, rule, or regulation in connection with any aspect of the
MVSSARs, including, but not limited to, the grant, the vesting and/or the exercise of an MVSSAR into Shares, or the
subsequent sale of any Shares acquired at exercise and the receipt of any dividends, the Committee may require that the
Company withhold a number of whole Shares otherwise deliverable to Holder having an Exercise Fair Market Value
sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting
consequences) of the Holder’s estimated total obligation for Tax-
Related Items associated with any aspect of the
MVSSAR. The Administrator may also, in lieu of or in addition to the foregoing, at its sole discretion, (i) require the
Holder to deposit with the Company an amount of cash sufficient to meet his or her obligation for Tax-
Related Items
with respect to such Holder, (ii) withhold the required amounts from the Holder’
s regular salary/wages during the pay
periods next following the date on which any such applicable tax liability otherwise arises, and/or (iii) sell or arrange for
the sale of Shares to be issued on the exercise of the MVSSAR to satisfy the Holder’s obligation for Tax-
Related Items
with respect to such Holders. If the Holder’s and/or the Company’s withholding obligation for Tax-
Related Items is
satisfied as described in (iii) of this section, the Company will endeavor to sell only the number of Shares required to
satisfy the Holder’s and/or the Company’s withholding obligation for Tax-
Related Items; however, the Holder agrees
that the Company may sell more Shares than necessary to cover the Tax-
Related Items. The Company shall not deliver
any of the Shares until and unless the Holder has made the deposit required herein or proper provision for required
withholding has been made. Further, if the Holder becomes subject to taxation in more than one country between the
Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that
the Company or an affiliate of the Company may be required to withhold or account for Tax-
Related Items in more than
one country. The Holder 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 this MVSSAR shall not affect in any way the right or
power of the Company or its shareholders 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 MVSSARs; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or outstanding
assignment of all or any part of the
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