This excerpt taken from the IM 8-K filed Feb 14, 2005.
Section 8. Responsibility for Taxes. Regardless of any action Micro or Awardee takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (Tax-Related Items), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardees responsibility and that Micro (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) does not
commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardees liability for Tax-Related Items.
Prior to a taxable event, Awardee shall pay or make adequate arrangements satisfactory to Micro to satisfy all withholding and payment on account obligations of Micro. In this regard, Awardee authorizes Micro to withhold all applicable Tax-Related Items legally payable by Awardee from Awardees wages or other cash compensation paid to Awardee by Micro or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Micro may (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to Micro any amount of Tax-Related Items that Micro may be required to withhold as a result of Awardees participation in the Plan or Awardees acquisition of shares of Common Stock that cannot be satisfied by the means previously described. Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardees obligations in connection with the Tax-Related Items as described in this section.