Common use of Joint Election Clause in Contracts

Joint Election. If the Optionee is a U.K. tax resident, the Company may require the Optionee to accept any liability for any Employer NICs which may be payable by the Employer in connection with the exercise, assignment, release or cancellation of any Option. The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 4.3 of the Agreement. Without prejudice to the foregoing, the Optionee agrees to execute or accept the terms of a joint election with the Company and/or the Employer (“Election”), the form of such Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer NICs to the Optionee. The Optionee further agrees to execute or accept the terms of such other joint elections as may be required between the Optionee and any successor to the Company and/or the Employer. If the Optionee does not make an Election prior to the exercise of the Option or if approval to the Election is withdrawn by HMRC and a new Election is not entered into, without any liability to the Company, the Employer or any Subsidiary, the Option shall become null and void without any liability to the Company and/or the Employer and may not be exercised by the Optionee. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive stock option within the meaning of Section 422 of the Code. Exchange Control Information Under the Foreign Account Tax Compliance Act (“FATCA”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., an Option) may be required to report certain information related to their holdings to the extent the aggregate value of the Options/Shares exceeds certain thresholds (depending on the Optionee’s filing status) with the Optionee’s annual tax return. The Optionee is advised to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements with respect to the Option or any Shares acquired under the Plan. In addition, United States persons who have signature or other authority over, or a financial interest in, bank, securities or other financial accounts outside of the United States (including a non-U.S. brokerage account holding the Shares or proceeds from the sale of Shares) must file a Foreign Bank and Financial Accounts Report (“FBAR”) with the United States Internal Revenue Service each calendar year in which the aggregate value of the accounts exceeds $10,000. The FBAR must be on file by June 30 of each calendar year for accounts held in the previous year which exceed the aggregate value. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants and Other Obligations for Employees in the United States (the “RCA”) is entered into by and between Xxxxxx Group Holdings Public Limited Company (the Company) and the participant (the “Participant”) to be effective as of the date the Participant signs or electronically accepts this RCA.

Appears in 1 contract

Samples: Share Option Award Agreement

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Joint Election. If As a condition of your participation in the Optionee is a U.K. tax residentPlan and purchasing Shares thereunder, the Company may require the Optionee you agree to accept any liability for any Employer NICs secondary Class 1 National Insurance Contributions which may be payable by the Employer in connection with the exercise, assignment, release or cancellation of any Option. The Employer NICs may be collected by the Company or and/or the Employer using any of with respect to the methods described in Section 4.3 of the AgreementTaxable Event (“Employer NICs”). Without prejudice limitation to the foregoing, the Optionee agrees you agree to execute or accept the terms of a joint election with the Company and/or or the Employer (“Election”)Employer, the form of such Election joint election being formally approved by HMRCHMRC (the “Joint Election”), and any other consent required consents or elections required as provided to accomplish you by the transfer of Company or the Employer NICs to the OptioneeEmployer. The Optionee You further agrees agree to execute or accept the terms of such other joint elections as may be required between the Optionee you and any successor to the Company and/or or the Employer. If you do not enter into the Optionee does not make an NICs Joint Election prior to the exercise of the Option first Purchase Date, or if approval to the Joint Election is withdrawn revoked at any time by HMRC and a new Election is not entered intoHMRC, without any liability to the Companyyou shall, the Employer or any Subsidiary, the Option shall become null and void without any liability to the Company and/or the Employer and may Employer, not be exercised entitled to purchase Shares. For the purposes of this Agreement, the phrase “my country” refers to any country whose laws and regulations apply to the participant during the relevant time period, as determined by the OptioneeCompany at its sole discretion. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive stock option within I should speak with my personal legal and tax advisor for more information as to which countries this phrase may include, based on my specific circumstances. You further agree that the meaning of Section 422 Company and/or the Employer may collect the Employer NICs by any of the Codemeans set forth in Section 7 of the Enrollment Form Agreement, as supplemented above. Exchange Control Information Under UNITED STATES There are no country-specific provisions. For the Foreign Account Tax Compliance Act purposes of this Agreement, the phrase “my country” refers to any country whose laws and regulations apply to the participant during the relevant time period, as determined by the Company at its sole discretion. I should speak with my personal legal and tax advisor for more information as to which countries this phrase may include, based on my specific circumstances. APPENDIX II MAXIM INTEGRATED PRODUCTS, INC. Quick Sale Program for Participants in India, Philippines and Thailand in the 2008 Employee Stock Purchase Plan (the “Plan”) Xxxxxx Xxxxxxx, LLC (“FATCAXxxxxx Xxxxxxx”) and Maxim Integrated Products, Inc. (the “Company” or “Maxim”) offer participants in the Plan in India, the Philippines and Thailand the opportunity to sell, through a Quick Sale Program (the “Program”), United States taxpayers who hold Shares all of their shares of Maxim common stock (“Shares”) purchased under the Plan following each purchase period. You will be automatically enrolled in the Program and your shares will be sold under the Program unless you opt-out or rights to acquire Shares (i.e., an Option) may be required to report certain information related to their holdings to withdraw by following the extent the aggregate value “Opt-Out Instructions” below. If you do not opt-out of the Options/Program, Xxxxxx Xxxxxxx will automatically sell your Shares exceeds certain thresholds (depending as soon as they are available, which is expected to be 3-5 days after each applicable Purchase Date as defined in the ESPP. Proceeds from the sale of the Shares will be remitted to you via payroll, less applicable taxes, on the Optionee’s filing status) next regular payroll date or the one thereafter. You do not need to take further action in order to sell Shares purchased on future Purchase Dates. Such Shares will automatically be sold for as long as you participate in the Program. Opt-Out Instructions: Your participation in the Program shall remain in effect unless and until you give clear, written instructions to terminate it by sending an email to Xxxxx.Xxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to Xxxxxx.Xxxxxxxx@xxxxxxxxxxxxxxx.xxx, no later than 30 days before the Optionee’s annual tax return. The Optionee is advised to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements with respect to the Option or any Shares acquired next Purchase Date under the PlanPlan to permanently withdraw/opt-out of the Quick Sale Program. If you participate in the Program, then Xxxxxx Xxxxxxx will charge you a brokerage fee of USD $.03 per share for each of the Shares sold under the Program. If you opt out and elect not to participate in the Program, you may still sell your Shares, however, you will need to do so by logging onto your account at xxx.xxxxxxxxxxxxx.xxx or by contacting Xxxxxx Xxxxxxx directly, in which case Xxxxxx Xxxxxxx will charge you a brokerage fee of (i) USD $.03 per share for each of the Shares sold, or (ii) USD $25 (and a mandatory SEC fee of $5), whichever is greater. In addition, United States persons who have signature or other authority over, or a financial interest in, bank, securities or other financial accounts outside of if you elect to opt out and not participate in the United States (including a non-U.S. brokerage account holding Program and you sell the Shares at a future date, Xxxxxx Xxxxxxx will charge you an additional USD $10 to receive the sale proceeds via a check or USD $25 to receive the sale proceeds via a wire transfer. You hereby authorize Xxxxxx Xxxxxxx to sell on the NASDAQ Stock Exchange all Shares purchased by you under the Plan following the purchase of Shares until revoked in accordance with the “Opt Out Instructions” described above, as soon as they are available. You hereby hold Xxxxxx Xxxxxxx and the Company harmless for the transactions made pursuant to the Program and understand that selling these Shares assumes certain currency, timing and market risks. You acknowledge that participation in the Program and the Plan automatically terminates upon termination of employment from the sale of SharesCompany (or its subsidiaries) must file a Foreign Bank for any reason. Nothing contained herein obligates the Company from continuing to offer the Plan or the Program, and Financial Accounts Report (“FBAR”) with the United States Internal Revenue Service each calendar year Company has the right, in which its sole and absolute discretion, to terminate the aggregate value of Plan or to terminate the accounts exceeds $10,000Plan offering in India, the Philippines and Thailand. The FBAR must be on file by June 30 of each calendar year for accounts held All terms and conditions contained are subject to the provisions contained in the previous year which exceed the aggregate value. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants and Other Obligations for Employees in the United States (the “RCA”) is entered into by and between Xxxxxx Group Holdings Public Limited Company (the Company) and the participant (the “Participant”) to be effective as of the date the Participant signs or electronically accepts this RCAPlan.

Appears in 1 contract

Samples: Employee Stock Purchase Plan (Maxim Integrated Products Inc)

Joint Election. If As a condition of participation in the Plan and the exercise of this Option, the Optionee is a U.K. tax resident, the Company may require the Optionee agrees to accept any liability for any Employer NICs secondary Class 1 National Insurance contributions which may be payable by the Company and/or the Employer in connection with this Option and any event giving rise to Tax-Related Items (the exercise, assignment, release or cancellation of any Option. The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 4.3 of the AgreementNICs”). Without prejudice to the foregoing, the Optionee agrees to execute or accept the terms of a joint election with the Company and/or the Employer (“Election”)Company, the form of such Election being joint election having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required election to accomplish the transfer of the Employer NICs to the Optionee. The Optionee further agrees to execute or accept the terms of such other joint elections as may be required between the Optionee and any successor to the Company and/or or the Employer. The Optionee further agrees that the Company or the Employer may collect the Employer NICs from the Optionee by any of the means set forth in Paragraph F of the Option Agreement. If the Optionee does not make an enter into a Joint Election prior to the exercise of the this Option or any other event giving rise to Tax-Related Items or if approval of the Joint Election has been withdrawn by HMRC, he or she will not be entitled to exercise this Option or receive any benefit in connection with the Options unless and until he or she enters into a Joint Election, and no Shares will be issued or delivered to the Election is withdrawn by HMRC and a new Election is not entered intoOptionee under the Plan, without any liability to the Company or the Employer. XXXXXXX NAVIGATION LIMITED AMENDED AND RESTATED 2002 STOCK PLAN Important Note on the Joint Election to Transfer Employer National Insurance Contributions As a condition of participation in the Xxxxxxx Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”) and the exercise of any stock option (“Option”) that may be granted to the Optionee by Xxxxxxx Navigation Limited (the “Company”), the Employer Optionee is required to enter into a joint election to transfer to him or her any Subsidiaryliability for employer secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with any Option granted to the Optionee by the Company under the Plan (the “Joint Election”). If the Optionee does not agree to enter into the Joint Election, any grant of an Option will be worthless as the Optionee will not receive any benefit in connection with the Option. By entering into the Joint Election: • The Optionee agrees that any Employer’s Liability that may arise in connection with or pursuant to the Option shall become null (and void without any liability the acquisition of Shares) or other taxable events in connection with the Option will be transferred to the Optionee; and • The Optionee authorises the Company and/or the Employer and to recover an amount sufficient to cover this liability by any of the means set forth in the Option Agreement and/or the Joint Election. • The Optionee acknowledges that even if the Optionee has electronically entered into the Joint Election by accepting the Option Agreement through the Company’s online acceptance procedures, the Company or the Employer may not still require the Optionee to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Option Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan (or by signing the Joint Election, if applicable), the Optionee is agreeing to be exercised bound by the Optionee. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive stock option within the meaning of Section 422 terms of the CodeJoint Election. Exchange Control Information Under Please read the Foreign Account Tax Compliance Act (“FATCA”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., an Option) may be required to report certain information related to their holdings to the extent the aggregate value terms of the Options/Shares exceeds certain thresholds (depending on Joint Election carefully before accepting the Optionee’s filing status) with the Optionee’s annual tax return. The Optionee is advised to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements with respect to terms of the Option or any Shares acquired under Agreement and the PlanJoint Election. In addition, United States persons who have signature or other authority over, or Please keep a financial interest in, bank, securities or other financial accounts outside copy of the United States (including a non-U.S. brokerage account holding the Shares or proceeds from the sale of Shares) must file a Foreign Bank and Financial Accounts Report (“FBAR”) with the United States Internal Revenue Service each calendar year in which the aggregate value of the accounts exceeds $10,000Joint Election for your records. The FBAR must be on file by June 30 of each calendar year for accounts held in the previous year which exceed the aggregate value. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS XXXXXXX NAVIGATION LIMITED AMENDED AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants and Other Obligations for Employees in the United States (the “RCA”) is entered into by and between Xxxxxx Group Holdings Public Limited Company (the Company) and the participant (the “Participant”) to be effective as of the date the Participant signs or electronically accepts this RCA.RESTATED 2002 STOCK PLAN

Appears in 1 contract

Samples: Stock Option Agreement (Trimble Navigation LTD /Ca/)

Joint Election. If As a condition of participation in the Optionee is Plan and the vesting of the Restricted Stock Units at a time when the Company’s Shares are considered readily convertible assets under U.K. tax residentlaw, the Company may require the Optionee Participant agrees to accept any liability for any secondary Class 1 National Insurance contributions (the “Employer NICs which NICs”) that may be payable by the Employer Company, the Employer, a Parent or a Subsidiary in connection with the exercise, assignment, release or cancellation of Restricted Stock Units and any Option. The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 4.3 of the Agreementevent giving rise to Tax-Related Items. Without prejudice to the foregoing, the Optionee Participant agrees to execute or accept the terms of a joint election with the Company and/or the Employer (“Election”)Company, the form of such Election being joint election (the “Joint Election”) having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”), and any other required consent or elections required to accomplish the transfer of the Employer NICs to the Optioneeelection. The Optionee Participant further agrees to execute or accept the terms of such other joint elections as may be required between the Optionee Participant and any successor to the Company and/or Company, the Employer, a Parent or a Subsidiary. Participant further agrees that the Company, the Employer, a Parent or a Subsidiary may collect the Employer NICs from Participant by any of the means set forth in Section 7 of the Award Agreement. If the Optionee Participant does not make an enter into a Joint Election prior to the exercise vesting of the Option Restricted Stock Units, he or if approval she will not be entitled to vest in the Election is withdrawn by HMRC Restricted Stock Units unless and until he or she enters into a new Election is not entered intoJoint Election, and no Shares will be issued to Participant under the Plan, without any liability to the Company, the Employer Employer, a Parent or any a Subsidiary. Withholding of Taxes. This provision supplements Section 7 of the Award Agreement: If payment or withholding of tax 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 Income Tax (Earnings and Pensions) Act 2003, the Option shall become null amount of any uncollected tax will constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant agrees that the loan will bear interest at the then-current Official Rate of HMRC, it will be immediately due and void without repayable, and the Company or the Employer may recover it at any liability time thereafter by any of the means referred to in Section 7 of the Award Agreement. Notwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), Participant will not be eligible for such a loan to cover the taxes due. In the event that Participant is a director or executive officer and tax is not collected from or paid by Participant by the Due Date, the amount of any uncollected tax will constitute a benefit to Participant on which additional income tax and National Insurance contributions will be payable. Participant will be responsible for reporting and paying any income tax and National Insurance contributions due on this additional benefit directly to HMRC under the self-assessment regime. In addition, Participant agrees that the Company and/or the Employer may calculate the Tax-Related Items to be withheld and may not be exercised accounted for by the Optionee. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive stock option within the meaning of Section 422 of the Code. Exchange Control Information Under the Foreign Account Tax Compliance Act (“FATCA”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., an Option) may be required to report certain information related to their holdings reference to the extent the aggregate value of the Options/Shares exceeds certain thresholds (depending on the Optionee’s filing status) with the Optionee’s annual tax return. The Optionee is advised maximum applicable rates, without prejudice to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements with respect right Participant may have to the Option or recover any Shares acquired under the Plan. In addition, United States persons who have signature or other authority over, or a financial interest in, bank, securities or other financial accounts outside of the United States (including a non-U.S. brokerage account holding the Shares or proceeds overpayment from the sale of Shares) must file a Foreign Bank and Financial Accounts Report (“FBAR”) with the United States Internal Revenue Service each calendar year in which the aggregate value of the accounts exceeds $10,000. The FBAR must be on file by June 30 of each calendar year for accounts held in the previous year which exceed the aggregate value. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants and Other Obligations for Employees in the United States (the “RCA”) is entered into by and between Xxxxxx Group Holdings Public Limited Company (the Company) and the participant (the “Participant”) to be effective as of the date the Participant signs or electronically accepts this RCArelevant tax authorities.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement

Joint Election. If the Optionee is a U.K. tax resident, the Company may require the Optionee to accept any liability for any Employer NICs which may be payable by the Employer in connection with the exercise, assignment, release or cancellation of any Option. The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 4.3 of the Agreement. Without prejudice to the foregoing, the Optionee agrees to execute or accept the terms of a joint election with the Company and/or the Employer (“Election”), the form of such Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer NICs to the Optionee. The Optionee further agrees to execute or accept the terms of such other joint elections as may be required between the Optionee and any successor to the Company and/or the Employer. If the Optionee does not make an Election prior to the exercise of the Option or if approval to the Election is withdrawn by HMRC and a new Election is not entered into, without any liability to the Company, the Employer or any Subsidiary, the Option shall become null and void without any liability to the Company and/or the Employer and may not be exercised by the Optionee. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive stock option within the meaning of Section 422 of the Code. Exchange Control Information Under the Foreign Account Tax Compliance Act (“FATCA”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., an Option) may be required to report certain information related to their holdings to the extent the aggregate value of the Options/Shares exceeds certain thresholds (depending on the Optionee’s filing status) with the Optionee’s annual tax return. The Optionee is advised to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements with respect to the Option or any Shares acquired under the Plan. In addition, United States persons who have signature or other authority over, or a financial interest in, bank, securities or other financial accounts outside of the United States (including a non-U.S. brokerage account holding the Shares or proceeds from the sale of Shares) must file a Foreign Bank and Financial Accounts Report (“FBAR”) with the United States Internal Revenue Service each calendar year in which the aggregate value of the accounts exceeds $10,000. The FBAR must be on file by June 30 of each calendar year for accounts held in the previous year which exceed the aggregate value. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants and Other Obligations for Employees in the United States (the “RCA”) is entered into by and between Xxxxxx Group Holdings Public Limited Company (the Company) and the participant (the “Participant”) to be effective as of the date the Participant signs or electronically accepts this RCA.B

Appears in 1 contract

Samples: Option Award Agreement

Joint Election. If As a condition of the Optionee is a U.K. tax residentParticipant’s participation in the Plan and the vesting of the Restricted Stock Units, the Company may require the Optionee Participant agrees to accept any liability for any Employer secondary Class 1 NICs which may be payable by the Corporation and/or the Employer in connection with the exercise, assignment, release or cancellation of Award and any Option. The Employer NICs may be collected by event giving rise to Tax-Related Items (the Company or the Employer using any of the methods described in Section 4.3 of the Agreement“Employer’s Liability”). Without prejudice to the foregoing, the Optionee Participant agrees to execute or accept the terms of enter into a joint election with the Company and/or the Employer (“Election”)Corporation, the form of such Election joint election being formally approved by HMRCHMRC (the “Joint Election”), and any other required consent or elections required to accomplish the transfer of the Employer NICs to the Optioneeelections. The Optionee Participant further agrees to execute or accept the terms of enter into such other joint elections as may be required between the Optionee Participant and any successor to the Company Corporation and/or the Employer. The Participant further agrees that the Corporation and/or the Employer may collect the Employer’s Liability from the Participant by any of the means set forth in Paragraph 9 of the Agreement. If the Optionee Participant does not make an enter into the Joint Election prior to the exercise vesting of the Option or if approval Restricted Stock Units, the Participant will forfeit the Award and any Shares that have been issued will be returned to the Election is withdrawn by HMRC and a new Election is not entered intoCorporation at no cost to the Corporation, without any liability to the CompanyCorporation and the Employer. B - 15 SANDISK CORPORATION 2013 INCENTIVE PLAN Election To Transfer the Employer’s National Insurance Liability to the Employee Onscreen disclaimer If you are liable to National Insurance contributions (“NICs”) in the UK on option grants or restricted stock unit awards to you, the Employer or any Subsidiary, the Option shall become null and void without you are required to enter into a Joint Election to transfer to you any liability to employer’s NICs that may arise in connection with your awards. Clicking on the Company and/or the Employer and may not be exercised by the Optionee. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive stock option within the meaning of Section 422 “ACCEPT” box where indicated indicates your acceptance of the CodeJoint Election. Exchange Control Information Under You should read the Foreign Account Tax Compliance Act Important Note on the Joint Election to Transfer Employer NICs before accepting the Joint Election. B - 16 SANDISK CORPORATION 2013 INCENTIVE PLAN Election To Transfer the Employer’s National Insurance Liability to the Employee Important note on the Joint Election to Transfer Employer NICs If you are liable to National Insurance contributions (“FATCANICs)) in the UK on your option grant or restricted stock unit awards, United States taxpayers who hold Shares or rights to acquire Shares (i.e., an Option) may be you are required to report certain information related enter into a Joint Election to their holdings transfer any liability to employer’s NICs that may arise in connection with your awards to you. By entering into the extent the aggregate value of the Options/Shares exceeds certain thresholds (depending on the OptioneeJoint Election: • you agree that any employer’s filing status) National Insurance liability that may arise in connection with the Optionee’s annual tax return. The Optionee is advised your awards will be transferred to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements with respect you; and • you will authorise your employer to the Option or any Shares acquired under the Plan. In additionrecover an amount sufficient to cover this liability by such methods including, United States persons who have signature but not limited to, deductions from your salary or other authority overpayments due, or a financial interest in, bank, securities or other financial accounts outside of the United States (including a non-U.S. brokerage account holding the Shares or proceeds from the sale of Shares) must file a Foreign Bank and Financial Accounts Report (“FBAR”) with sufficient shares acquired pursuant to your awards. To enter into the United States Internal Revenue Service each calendar year in which the aggregate value of the accounts exceeds $10,000. The FBAR must be Joint Election, please click on file by June 30 of each calendar year for accounts held in the previous year which exceed the aggregate value. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants and Other Obligations for Employees in the United States (the “RCA”) ACCEPT” box where indicated. Please read the Joint Election carefully before accepting the Joint Election. B - 17 SANDISK CORPORATION 2013 INCENTIVE PLAN Election To Transfer the Employer’s National Insurance Liability to the Employee This Election is entered into by and between Xxxxxx Group Holdings Public Limited Company (the Company) and the participant (the “Participant”) to be effective as of the date the Participant signs or electronically accepts this RCA.between:

Appears in 1 contract

Samples: www.sec.gov

Joint Election. If As a condition of participation in the Optionee is a U.K. tax residentPlan, the Company may require the Optionee you agree to accept any liability for any Employer secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the exercise, assignment, release or cancellation of Option and any Option. The Employer NICs may be collected by event giving rise to Tax-Related Items (the Company or the Employer using any of the methods described in Section 4.3 of the Agreement“Employer’s Liability”). Without prejudice to the foregoing, the Optionee agrees you agree to execute or accept the terms of a following joint election with the Company and/or the Employer (“Election”)Company, the form of such Election joint election being formally approved by HMRC, HMRC (the “Joint Election”) and any other consent or elections election required to accomplish the transfer of the Employer NICs Employer’s Liability to you. You understand that the OptioneeJoint Election applies to any Option granted to you under the Plan after the execution of the Joint Election. The Optionee You further agrees agree to execute or accept the terms of such other joint elections as may be required between the Optionee you and any successor to the Company and/or the Employer. You further agree that the Company and/or the Employer may collect the Employer’s Liability from you by any of the means set forth in Section 5 of the Award Agreement. If the Optionee does you do not make an enter into a Joint Election prior to the exercise of the Option or if approval any other event giving rise to Tax-Related Items, you will not be entitled to exercise the Option or receive any benefit in connection with the Option unless and until you enter into a Joint Election, and no Shares or other benefit pursuant to the Election is withdrawn by HMRC and a new Election is not entered intoOption will be issued to you under the Plan, without any liability to the Company, the Employer or any Subsidiary, the Option shall become null and void without any liability to the Company and/or the Employer. END OF AGREEMENT Important Note on the Joint Election to Transfer Employer National Insurance Contributions As a condition of participation in The WhiteWave Foods Company 2012 Stock Incentive Plan (the “Plan”) and may not be exercised by the Optionee. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive stock option within (the meaning of Section 422 of “Option”) that has been granted to you by The WhiteWave Foods Company (the Code. Exchange Control Information Under the Foreign Account Tax Compliance Act (FATCACompany”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., an Option) may be You are required to report certain information related enter into a joint election to their holdings transfer to you any liability for employer national insurance contributions (the extent the aggregate value of the Options/Shares exceeds certain thresholds (depending on the Optionee“Employer’s filing statusLiability”) that may arise in connection with the Optionee’s annual tax return. The Optionee is advised to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements with respect to the Option or in connection with any Shares acquired options that may be granted by the Company to you under the Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the grant of the Option will be worthless, and you will not be able to exercise the Option or receive any benefit in connection with the Option. By entering into the Joint Election: • You agree that any Employer’s Liability that may arise in connection with or pursuant to the exercise of the Option (or any stock options granted to you under the Plan. In addition, United States persons who have signature ) or the acquisition of shares of the Company or other authority overtaxable events in connection with the Option (or any other options granted under the Plan) will be transferred to you; • You authorise the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Stock Option Award Agreement and/or the Joint Election; and • You acknowledge that even if you have accepted the Joint Election via the Company’s online procedure, the Company or Participant’s employer may still require you to sign a paper copy of the Joint Election (or a financial interest insubstantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Options through the Company’s online acceptance procedure at E*Trade (or by signing the Notice of Grant) , bank, securities or other financial accounts outside you are agreeing to be bound by the terms of the United States (including a non-U.S. brokerage account holding Joint Election. Please read the Shares or proceeds from the sale of Shares) must file a Foreign Bank and Financial Accounts Report (“FBAR”) with the United States Internal Revenue Service each calendar year in which the aggregate value terms of the accounts exceeds $10,000. The FBAR must be on file by June 30 of each calendar year for accounts held in Joint Election carefully before accepting the previous year which exceed the aggregate value. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Stock Option Award Agreement of Restrictive Covenants and Other Obligations for Employees in the United States (the “RCA”) is entered into by and between Xxxxxx Group Holdings Public Limited Company (the Company) and the participant (the “Participant”) to be effective as Joint Election. Please print and keep a copy of the date Joint Election for your records.6 THE WHITEWAVE FOODS COMPANY 2015 Stock Option under the Participant signs or electronically accepts this RCA.2012 STOCK INCENTIVE PLAN (UK Employees)

Appears in 1 contract

Samples: Qualified Stock Option Agreement (WHITEWAVE FOODS Co)

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Joint Election. If As a condition of the Optionee is a U.K. tax residentgrant of Performance RSUs, the Company may require the Optionee Participant agrees to accept any liability for any secondary Class 1 National Insurance contributions (the “Employer NICs NICs”) which may be payable by the Company or the Employer with respect to the vesting of the Performance RSUs or otherwise payable with respect to a benefit derived in connection with the exercise, assignment, release or cancellation of any Option. The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 4.3 of the AgreementPerformance RSUs. Without prejudice limitation to the foregoing, the Optionee Participant agrees to execute or accept the terms of a joint election with between the Company and/or the Employer and Participant (the Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections election required to accomplish the transfer of the Employer NICs to the OptioneeParticipant. The Optionee Participant further agrees to execute or accept the terms of such other joint elections as may be required between the Optionee Participant and any successor to the Company and/or the Employer. If the Optionee Participant does not make an Election prior enter into a Joint Election, no Shares shall be issued to the exercise of the Option or if approval to the Election is withdrawn by HMRC and a new Election is not entered into, without any liability to the Company, the Employer or any Subsidiary, the Option shall become null and void Participant without any liability to the Company and/or the Employer. The Participant further agrees that the Company and/or the Employer and may not be exercised collect the Employer NICs from the Participant by the Optionee. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive stock option within the meaning of Section 422 any of the Code. Exchange Control Information Under the Foreign Account Tax Compliance Act (“FATCA”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., an Option) may be required to report certain information related to their holdings to the extent the aggregate value means set forth in Section 6 of the Options/Shares exceeds certain thresholds (depending on Agreement. XXXXXXXX X TO 2020 EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT The Joint Election is attached hereto as Appendix F. If the Optionee’s filing status) with Participant has signed a Joint Election in the Optionee’s annual tax return. The Optionee is advised to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements past with respect to an RSU award granted to him or her by the Option or any Shares acquired Company and that Joint Election applies to all grants made under the Plan, the Participant need not sign another Joint Election in connection with this RSU grant. In addition, United States persons APPENDIX C OFFER DOCUMENT OFFER OF PERFORMANCE RESTRICTED STOCK UNITS TO AUSTRALIAN RESIDENT EMPLOYEES Investment in shares involves a degree of risk. Eligible employees who have signature or other authority over, or a financial interest in, bank, securities or other financial accounts outside of the United States (including a non-U.S. brokerage account holding the Shares or proceeds from the sale of Shares) must file a Foreign Bank and Financial Accounts Report (“FBAR”) with the United States Internal Revenue Service each calendar year in which the aggregate value of the accounts exceeds $10,000. The FBAR must be on file by June 30 of each calendar year for accounts held elect to participate in the previous year which exceed Plan should monitor their participation and consider all risk factors relevant to the aggregate valueacquisition of shares of common stock under the Plan as set out in this Offer Document and the Additional Documents. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants Any information contained in this Offer Document and Other Obligations for the Additional Documents is general in nature. It is not advice or information specific to your particular circumstances. Employees should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice. We are pleased to provide you with this offer to participate in the United States Analog Devices, Inc. 2020 Equity Incentive Plan (the “RCAPlan”). This Offer Document sets out information regarding the grant of performance restricted stock units (“Performance RSUs”) is entered into by and between Xxxxxx Group Holdings Public Limited Company over shares of common stock (the Company“Shares”) and the participant of Analog Devices, Inc. (the “ParticipantCompany”) to be effective as Australian resident employees and directors of the date Company and its Australian Subsidiary. The Company has adopted the Participant signs or electronically accepts Plan to enable the Company and its subsidiaries to attract, retain and motivate their employees by providing such persons with equity ownership opportunities that are intended to better align the interests of such persons with those of the Company’s stockholders. The Plan and this RCAOffer Document are intended to comply with the provisions of the Corporations Xxx 0000, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Agreement (Analog Devices Inc)

Joint Election. If As a condition of participation in the Optionee is a U.K. tax residentPlan, the Company may require the Optionee you agree to accept any liability for any Employer secondary Class 1 NICs which may be payable by the Employer Company and/or its Subsidiaries in connection with the exercise, assignment, release or cancellation of any Option. The Employer NICs may be collected by the Company or the Employer using any exercise of the methods described in Section 4.3 of Option and any event giving rise to Tax-Related Items (the Agreement“Employer’s NICs”). Without prejudice limitation to the foregoing, the Optionee agrees you agree to execute or accept the terms of enter into a joint election with the Company and/or (the Employer (Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consent consents or elections required to accomplish the transfer of the Employer Employer’s NICs to the Optioneeyou. The Optionee You further agrees agree to execute or accept the terms of such other joint elections as may be required between the Optionee you and any successor to the Company and/or any of its Subsidiaries. You further agree that the Company and/or its Subsidiaries may collect the Employer’s NICs from you by any of the means set forth in Section 10 of the Option Award Terms and Conditions or Section 9.1 of the Plan. If you do not enter into a Joint Election, if approval of the Optionee does Joint Election has been withdrawn by HMRC or if such Joint Election is jointly revoked by you and the Company or its Subsidiary, as applicable, the Company, in its sole discretion and without any liability to the Company or its Subsidiaries, may choose not make an to issue or deliver any shares to you upon exercise of the Option. (Joint Election prior Form below) SERVICESOURCE INTERNATIONAL, INC. 2020 EQUITY INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer National Insurance Contributions As a condition of participation in the ServiceSource International, Inc. 2020 Equity Incentive Plan (the “Plan”) and the Option that has been granted to you by ServiceSource International, Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer NICs”) that may arise in connection with the grant of the Option or in connection with future options granted to you by the Company under the Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the grant of the option will be worthless and you will not be able to exercise the Option or receive any benefit in connection with the Option. By entering into the Joint Election: • you agree that any liability for Employer’s NICs that may arise in connection with or pursuant to the exercise of the Option (and the acquisition of Shares) or if approval to the Election is withdrawn by HMRC and a new Election is not entered into, without any liability to the Company, the Employer or any Subsidiary, other taxable events in connection with the Option shall become null will be transferred to you; and void without any liability to • you authorize the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Employer and may not Option Agreement and/or the Joint Election. By accepting the Option through the Company’s online acceptance procedure, you are agreeing to be exercised bound by the Optionee. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive stock option within the meaning of Section 422 terms of the CodeJoint Election. Exchange Control Information Under Please read the Foreign Account Tax Compliance Act (“FATCA”)terms of the Joint Election carefully before accepting the Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SERVICESOURCE INTERNATIONAL, United States taxpayers who hold Shares or rights to acquire Shares (i.e., an Option) may be required to report certain information related to their holdings INC. 2020 EQUITY INCENTIVE PLAN Election To Transfer the Employer's National Insurance Liability to the extent the aggregate value of the Options/Shares exceeds certain thresholds (depending on the Optionee’s filing status) with the Optionee’s annual tax return. The Optionee Employee This Election is advised to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements with respect to the Option or any Shares acquired under the Plan. In addition, United States persons who have signature or other authority over, or a financial interest in, bank, securities or other financial accounts outside of the United States (including a non-U.S. brokerage account holding the Shares or proceeds from the sale of Shares) must file a Foreign Bank and Financial Accounts Report (“FBAR”) with the United States Internal Revenue Service each calendar year in which the aggregate value of the accounts exceeds $10,000. The FBAR must be on file by June 30 of each calendar year for accounts held in the previous year which exceed the aggregate value. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants and Other Obligations for Employees in the United States (the “RCA”) is entered into by and between Xxxxxx Group Holdings Public Limited Company (the Company) and the participant (the “Participant”) to be effective as of the date the Participant signs or electronically accepts this RCA.between:

Appears in 1 contract

Samples: Stock Option Award Agreement (Servicesource International, Inc.)

Joint Election. If As a condition of participating in the Optionee is a U.K. tax residentPlan and obtaining Shares under the Plan, the Company may require the Optionee you agree to accept any liability for any secondary Class 1 National Insurance Contributions (the “Employer NICs NICs”) which may be payable by the Employer Company or the Parent, Subsidiary or Affiliate retaining your Services with respect to the Shares obtained under the Plan or otherwise payable with respect to a benefit derived in connection with the exercise, assignment, release or cancellation of any Option. The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 4.3 of the AgreementPlan. Without prejudice limitation to the foregoing, the Optionee agrees you agree to execute or accept the terms of a joint election with the Company and/or the Employer Parent, Subsidiary or Affiliate retaining your Services (the Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections election required to accomplish the transfer of the Employer NICs to the Optioneeyou. The Optionee You further agrees agree to execute or accept the terms of such other joint elections as may be required between the Optionee and with any successor to the Company and/or the EmployerParent, Subsidiary or Affiliate retaining your Services. If the Optionee does you do not make an enter into a Joint Election prior to the first applicable exercise of the Option or if approval to the Election is withdrawn by HMRC and a new Election is not entered into, without any liability to the Companydate, the Employer or any Subsidiary, right to obtain Shares under the Option Plan shall become null and void without any liability to the Company and/or the Parent, Subsidiary or Affiliate retaining your Services. You further agree that the Company and/or the Employer may collect the Employer NICs from you in accordance with the Responsibility for Taxes section and may not be exercised by the Optioneesupplement thereto above. XXXXXX XXXXXX XX XXXXXXX Notifications Tax Information The Option is not an incentive INPHI CORPORATION 2010 STOCK INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT - U.S. AND NON-U.S. EMPLOYEES AND CONSULTANTS You have been granted the following option to purchase the common stock option within of INPHI CORPORATION (the meaning of Section 422 of “Company”) under the Code. Exchange Control Information Under Company’s 2010 Stock Incentive Plan (the Foreign Account Tax Compliance Act (FATCAPlan”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., an Option) may be required to report certain information related to their holdings to . Capitalized terms that are used herein but not defined shall have the extent the aggregate value of the Options/Shares exceeds certain thresholds (depending on the Optionee’s filing status) with the Optionee’s annual tax return. The Optionee is advised to consult with his or her personal tax or legal advisor regarding any FATCA reporting requirements with respect to the Option or any Shares acquired under meanings set forth in the Plan. In addition, United States persons who have signature or other authority over, or a financial interest in, bank, securities or other financial accounts outside Name of the United States (including a non-U.S. brokerage account holding the Optionee: [Name of Optionee] Total Number of Option Shares or proceeds from the sale Granted: [Total Number of Shares) must file a Foreign Bank and Financial Accounts Report (“FBAR”) with the United States Internal Revenue Service each calendar year in which the aggregate value ] Type of the accounts exceeds $10,000. The FBAR must be on file by June 30 Option: ¨ Incentive Stock Option ¨ Nonstatutory Stock Option Exercise Price Per Share: US$ Grant Date: [Date of each calendar year for accounts held in the previous year which exceed the aggregate value. SCHEDULE B AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants and Other Obligations for Employees in the United States (the “RCA”) is entered into by and between Xxxxxx Group Holdings Public Limited Company (the Company) and the participant (the “Participant”) to be effective as of the date the Participant signs or electronically accepts this RCA.Grant] Vesting Commencement Date: [Vesting Commencement Date]

Appears in 1 contract

Samples: Stock Option Agreement (INPHI Corp)

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