Common use of Joint Election Clause in Contracts

Joint Election. As a condition of participation in the Plan, Xxxxxxx agrees to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or the Employer in connection with the Award and any event giving rise to Tax-Related Items. Without prejudice to the foregoing, Xxxxxxx agrees to execute a joint election with the Company, in the form formally approved by HMRC (the “Joint Election”) and provided by the Company, and any other consent or election required to accomplish the transfer of the liability for Employer NICs to Grantee. Xxxxxxx further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Xxxxxxx further agrees that the Company and/or the Employer may collect the Employer NICs from him or her by any of the means set forth in paragraph 13 of the Agreement or in accordance with the Joint Election. If Grantee does not enter into a Joint Election prior to vesting of the Award, he or she will not be entitled to vest in the Award and no shares of Stock will be issued to Grantee under the Plan, without any liability to the Company and/or the Employer. We are pleased to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the “Company”) to Australian resident employees, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 Plan.

Appears in 4 contracts

Samples: TSR Based Restricted Stock Unit Agreement (Unisys Corp), Profit Based Cash Award Agreement (Unisys Corp), TSR Based Cash Award Agreement (Unisys Corp)

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Joint Election. As a condition of participation in the Plan, Xxxxxxx Participant agrees to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or the Employer in connection with the Award Restricted Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). Without prejudice to the foregoing, Xxxxxxx Participant agrees to execute a the following joint election with the Company, in the form of such joint election being formally approved by HMRC (the “Joint Election”) and provided by the Company, and any other consent or election required to accomplish the transfer of the liability for Employer NICs Employer’s Liability to GranteeParticipant. Xxxxxxx Participant understands that the Joint Election applies to any Restricted Stock Units granted to him or her under the Plan after the execution of the Joint Election. Participant further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Xxxxxxx Participant further agrees that the Company and/or the Employer may collect the Employer NICs Employer’s Liability from him or her by any of the means set forth in paragraph 13 Part A, Section 2 of the Agreement or in accordance with the Joint Election. this Exhibit B. If Grantee Participant does not enter into a Joint Election prior to the first vesting date of the AwardRestricted Stock Units or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Award Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units unless and until he or she enters into a Joint Election, and no shares of Shares or other benefit pursuant to the Restricted Stock Units will be issued to Grantee Participant under the Plan, without any liability to the Company and/or the Employer. We are pleased to provide you with ; provided, however, that this offer to participate in provision shall not apply if Participant is a U.S. taxpayer and the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan (application of this provision would cause the “2024 Plan”). This Offer Document sets out information regarding the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the “Company”) Units to Australian resident employeesfail to qualify under an exemption from, consultants and directors or comply with, Section 409A of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 PlanCode.

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Aerohive Networks, Inc), Performance Based Restricted Stock Unit Agreement (Aerohive Networks, Inc), Restricted Stock Unit Agreement (Aerohive Networks, Inc)

Joint Election. As If Participant is a condition of participation tax resident in the PlanUK, Xxxxxxx agrees the Restricted Stock Unit grant is conditional upon Participant’s agreement to accept any liability for any secondary Class 1 NICs (the “Employer NICs”) national insurance contributions which may be payable by the Company and/or the Employer in connection with the Award and any event giving rise to Tax-Related Itemstax liability in relation to the Restricted Stock Units (“Employer NICs”). The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 7 of the Award Agreement. Without prejudice to the foregoing, Xxxxxxx Participant agrees to execute enter into a joint election with the Company, in Company or the form formally approved by HMRC Employer (the a “Joint Election”) and provided ), the form of such Joint Election being formally approved by the CompanyHMRC, and any other consent or election elections required to accomplish the transfer of the liability for Employer NICs to GranteeParticipant. Xxxxxxx Participant further agrees to execute enter into such other joint elections as may be required between him or her and by any successor to the Company and/or the Employer. Xxxxxxx further agrees that Employer for the Company and/or purpose of continuing the Employer may collect the Employer NICs from him or her by any effectiveness of the means set forth in paragraph 13 of the Agreement or in accordance with the Participant’s Joint Election. If Grantee Participant does not enter into a the Joint Election prior to vesting in the Restricted Stock Units, or if approval of the AwardJoint Election is withdrawn by HMRC and a new Joint Election is not entered into, he or she will the Restricted Stock Units shall become null and void and may not be entitled to vest in the Award and no shares of Stock will be issued to Grantee under the Plansettled, without any liability to the Company and/or or its Subsidiaries. Participant must enter into the EmployerJoint Election attached to this Exhibit B, concurrent with the execution or electronic acceptance of this Award Agreement, or at such subsequent time as may be designated by the Company. We are pleased to provide you with this offer to participate If Participant is liable for National Insurance contributions (“NICs”) in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term United Kingdom (“UK”) in connection with Participant’s participation in the Ambarella, Inc. 2021 Equity Incentive and Equity Compensation Plan (the “2024 Plan”), Participant is required to enter into an Election to transfer to Participant any liability for employer’s NICs that may arise in connection with his or her participation in the Plan. This Offer Document sets out information regarding Clicking on the grant [“ACCEPT”] box indicates Participant’s acceptance of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the Election. Participant should read the “Company”) Important Note on the Election to Australian resident employees, consultants and directors of Transfer Employer NICs” before accepting the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 PlanElection.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Ambarella Inc), Restricted Stock Unit Agreement (Ambarella Inc)

Joint Election. As a condition of participation in the PlanPlan and the vesting of the Performance Stock Units, Xxxxxxx agrees you agree to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or the Employer in connection with the Award Performance Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). Without prejudice to the foregoing, Xxxxxxx agrees you agree to execute a joint election with the Company, in the form of such joint election having been approved 18 formally approved by HMRC Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”) and provided by the Company), and any other required consent or election required to accomplish the transfer of the liability for Employer NICs to Granteeyou. Xxxxxxx You further agrees agree to execute such other joint elections as may be required between him or her you and any successor to the Company and/or or the Employer. Xxxxxxx You further agrees agree that the Company and/or or the Employer may collect the Employer NICs from him or her you by any of the means set forth in paragraph 13 the “Tax Obligations” section of the Agreement or in accordance with the Joint ElectionAward Agreement. If Grantee does you do not enter into a Joint Election prior to the vesting of the AwardPerformance Stock Units 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 you will not be entitled to vest in the Award Performance Stock Units or receive any benefit in connection with the Performance Stock Units unless and until you enter into a Joint Election, and no shares of Stock Shares will be issued or delivered to Grantee you under the Plan, without any liability to the Company and/or or the Employer. We are pleased 19 XXXXXXX INC. AMENDED AND RESTATED 2002 STOCK PLAN Important Note on the Joint Election to provide you with this offer to participate Transfer Employer National Insurance Contributions As a condition of participation in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive Xxxxxxx Inc. Amended and Equity Compensation Restated 2002 Stock Plan (the “2024 Plan”). This Offer Document sets out information regarding ) and the grant vesting of restricted any performance stock units (“Restricted Performance Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx that may be granted to you by Xxxxxxx Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with any Performance Stock Units granted to Australian resident employeesyou by the Company under the Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, consultants any grant of Performance Stock Units will be worthless as you will not receive any benefit in connection with the Performance Stock Units. By entering into the Joint Election: •You agree that any Employer’s Liability that may arise in connection with or pursuant to the Performance Stock Units (and directors the acquisition of Shares) or other taxable events in connection with the Performance Stock Units will be transferred to you; and •You authorise the Company and/or the Employer to recover an amount sufficient to cover this liability by any of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or means set forth in the future, Award Agreement and/or the Joint Election. •You acknowledges that even if you have electronically entered into the Joint Election by offering them an opportunity to participate in accepting the Award Agreement through the Company’s future performance online acceptance procedures, the Company or the Employer may still require you 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 Award Agreement through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply Company’s online acceptance procedures with the provisions Company’s designated broker/third party administrator for the Plan (or by signing the Joint Election, if applicable), you are agreeing to be bound by the terms of the Corporations Act 2001, ASIC Regulatory Guide 49 (Joint Election. Please read the “Corporations Act”) terms of the Joint Election carefully before accepting the terms of the Award Agreement and ASIC Class Order CO 14/1000the Joint Election. Any capitalized term used but not defined herein shall have Please keep a copy of the meaning ascribed Joint Election for your records. 1 XXXXXXX INC. AMENDED AND RESTATED 2002 STOCK PLAN Election To Transfer the Employer’s National Insurance Liability to such term in the 2024 Plan.Employee This Election is between:

Appears in 1 contract

Samples: Global Performance Stock Unit Award Agreement

Joint Election. As a condition of participation in the Plangrant of Performance RSUs, Xxxxxxx the Participant agrees to accept any liability for secondary Class 1 NICs National Insurance contributions (the “Employer NICs”) which may be payable by the Company and/or 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 Award and any event giving rise to Tax-Related ItemsPerformance RSUs. Without prejudice limitation to the foregoing, Xxxxxxx the Participant agrees to execute a joint election with between the Company, in Company and/or the form formally approved by HMRC Employer and Participant (the “Joint Election”) and provided ), the form of such Joint Election being formally approved by the CompanyHMRC, and any other consent or election required to accomplish the transfer of the liability for Employer NICs to Granteethe Participant. Xxxxxxx The Participant further agrees to execute such other joint elections as may be required between him or her the Participant and any successor to the Company and/or the Employer. Xxxxxxx If the Participant does not enter into a Joint Election, no Shares shall be issued to the Participant without any liability to the Company and/or the Employer. The Participant further agrees that the Company and/or the Employer may collect the Employer NICs from him or her the Participant by any of the means set forth in paragraph 13 Section 6 of the Agreement or in accordance with the Joint ElectionAgreement. If Grantee does not enter into a Joint Election prior to vesting of the Award, he or she will not be entitled to vest in the Award and no shares of Stock will be issued to Grantee under the Plan, without any liability to the Company and/or the Employer. APPENDIX C We are pleased to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Analog Devices, Inc. 2020 Equity Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding the grant of performance restricted stock units (“Restricted Stock UnitsPerformance RSUs”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx Analog Devices, Inc. (the “Company”) to Australian resident employees, consultants employees and directors of the Company and its Australian subsidiary(ies)Subsidiary. The Company has adopted the 2024 Plan to provide incentives enable the Company and its subsidiaries to attract, retain and motivate eligible their employees by providing such persons whose present and potential contributions with equity ownership opportunities that are important intended to better align the success interests of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in such persons with those of the Company’s future performance through the grant of Awardsstockholders. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001Xxx 0000, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 Plan.

Appears in 1 contract

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

Joint Election. As a condition of participation in the Plangrant of Performance RSUs, Xxxxxxx the Participant agrees to accept any liability for secondary Class 1 NICs National Insurance contributions (the “Employer NICs”) which may be payable by the Company and/or 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 Award and any event giving rise to Tax-Related ItemsPerformance RSUs. Without prejudice limitation to the foregoing, Xxxxxxx the Participant agrees to execute a joint election with between the Company, in Company and/or the form formally approved by HMRC Employer and Participant (the “Joint Election”) and provided ), the form of such Joint Election being formally approved by the CompanyHMRC, and any other consent or election required to accomplish the transfer of the liability for Employer NICs to Granteethe Participant. Xxxxxxx The Participant further agrees to execute such other joint elections as may be required between him or her the Participant and any successor to the Company and/or the Employer. Xxxxxxx If the Participant does not enter into a Joint Election, no Shares shall be issued to the Participant without any liability to the Company and/or the Employer. The Participant further agrees that the Company and/or the Employer may collect the Employer NICs from him or her the Participant by any of the means set forth in paragraph 13 Section 6 of the Agreement or in accordance with the Joint ElectionAgreement. If Grantee does not enter into a Joint Election prior to vesting of the Award, he or she will not be entitled to vest in the Award and no shares of Stock will be issued to Grantee under the Plan, without any liability to the Company and/or the Employer. APPENDIX B - 14 We are pleased to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Analog Devices, Inc. 2020 Equity Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding the grant of performance restricted stock units (“Restricted Stock UnitsPerformance RSUs”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx Analog Devices, Inc. (the “Company”) to Australian resident employees, consultants employees and directors of the Company and its Australian subsidiary(ies)Subsidiary. The Company has adopted the 2024 Plan to provide incentives enable the Company and its subsidiaries to attract, retain and motivate eligible their employees by providing such persons whose present and potential contributions with equity ownership opportunities that are important intended to better align the success interests of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in such persons with those of the Company’s future performance through the grant of Awardsstockholders. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001Xxx 0000, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 Plan.

Appears in 1 contract

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

Joint Election. As a condition of participation in the Plan, Xxxxxxx agrees you agree to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or the Employer any of its Subsidiaries in connection with the Award Restricted Stock Units and any event giving rise to Tax-Related Itemsfederal, state, local or foreign taxes of any kind (the “Employer’s NICs”). Without prejudice limitation to the foregoing, Xxxxxxx agrees you agree to execute enter into a joint election with the Company, in the form formally approved by HMRC Company (the “Joint Election”) and provided ), the form of such Joint Election being formally approved by the CompanyHMRC, and to execute any other consent consents or election elections required to accomplish the transfer of the liability for Employer Employer’s NICs to Granteeyou. Xxxxxxx You further agrees agree to execute such other joint elections as may be required between him or her you and any successor to the Company and/or the Employerany of its Subsidiaries. Xxxxxxx You further agrees agree that the Company and/or the Employer its Subsidiaries may collect the Employer Employer’s NICs from him or her you by any of the means set forth in paragraph 13 Section 7 of the Agreement Restricted Stock Unit Award Terms and Conditions or in accordance with Section 9.1 of the Joint ElectionPlan. If Grantee does not enter into a (Joint Election prior to vesting Form below) As a condition of the Award, he or she will not be entitled to vest participation in the Award and no shares of Stock will be issued to Grantee under the PlanServiceSource International, without any liability to the Company and/or the Employer. We are pleased to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Inc. 2020 Equity Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding ) and the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx Units that have 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”) to Australian resident employees, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or may arise in the future, by offering them an opportunity to participate in the Company’s future performance through connection with the grant of Awards. The 2024 the Restricted Stock Units or in connection with future restricted stock units granted to you by the Company under the Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations ActJoint Election). • you agree that any liability for Employer’s NICs that may arise in connection with or pursuant to the vesting of the Restricted Stock Units (and the acquisition of Shares) or other taxable events in connection with the Restricted Stock Units will be transferred to you; and ASIC Class Order CO 14/1000. Any capitalized term used but not defined herein shall have • you authorize the meaning ascribed Company and/or your employer to such term recover an amount sufficient to cover this liability by any method set forth in the 2024 Plan.Restricted Stock Units Agreement and/or the Joint Election. This Election is between:

Appears in 1 contract

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

Joint Election. As a condition of Grantee’s participation in the PlanPlan and of the vesting of the Restricted Stock Units, Xxxxxxx Grantee agrees to accept any liability for secondary Class 1 NICs (the “Employer NICs”) National Insurance Contributions which may be payable by the Company and/or the Employer in connection with respect to the Award and any event giving rise to Tax-Related ItemsChargeable Event (“Employer NICs”). Without prejudice limitation to the foregoing, Xxxxxxx Grantee agrees to execute a joint election with the CompanyCompany or the Employer, in the form of such joint election being formally approved by HMRC (the “Joint Election”) and provided by the Company), and any other consent required consents or election required elections as provided to accomplish Grantee by the transfer of Company or the liability for Employer NICs to GranteeEmployer. Xxxxxxx Grantee further agrees to execute such other joint elections as may be required between him or her Grantee and any successor to the Company and/or or the Employer. Xxxxxxx If Grantee does not enter into the NICs Joint Election, if approval of the NICs Joint election has been withdrawn by HMRC, if the NICs Joint Election is revoked by the Company or the Employer (as applicable), or if the NICs Joint Election is jointly revoked by Grantee and the Company or the Employer, as applicable, the 1 For the purposes of this Agreement, the phrase “Grantee’s country” refers to any country whose laws and regulations apply to Grantee during the relevant time period, as determined by the Company in its sole discretion. Grantee should speak with his or her personal legal and tax advisor for more information as to which countries this phrase may include, based on Grantee’s personal circumstances. Restricted Stock Units shall cease vesting and become null and void, and no Shares shall be acquired under the Plan, without any liability to the Company, the Employer and/or any Parent or Subsidiary. Grantee further agrees that the Company and/or the Employer may collect the Employer NICs from him or her by any of the means set forth in paragraph 13 Section 8 of the Agreement or in accordance with the Joint Election. If Grantee does not enter into a Joint Election prior to vesting of the Award, he or she will not be entitled to vest in the Award and no shares of Stock will be issued to Grantee under the Plan, without any liability to the Company and/or the Employer. We are pleased to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the “Company”) to Australian resident employeesUnit Agreement, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 Planas supplemented above.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Maxim Integrated Products Inc)

Joint Election. As a condition of participation in the Plan, Xxxxxxx agrees you agree to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or the Employer in connection with the Award RSUs and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). Without prejudice to the foregoing, Xxxxxxx agrees you agree to execute a the following joint election with the Company, in the form of such joint election being formally approved by HMRC (the “Joint Election”) and provided by the Company, and any other consent or election required to accomplish the transfer of the liability for Employer NICs Employer’s Liability to Granteeyou. Xxxxxxx You understand that the Joint Election applies to any RSUs granted to you under the Plan after the execution of the Joint Election. You further agrees agree to execute such other joint elections as may be required between him or her you and any successor to the Company and/or the Employer. Xxxxxxx You further agrees agree that the Company and/or the Employer may collect the Employer NICs Employer’s Liability from him or her you by any of the means set forth in paragraph 13 Section 5 of the Agreement or in accordance with the Joint ElectionAward Agreement. If Grantee does you do not enter into a Joint Election prior to the first vesting date of the AwardRSUs or any other event giving rise to Tax-Related Items, he or she you will not be entitled to vest in the Award RSUs or receive any benefit in connection with the RSUs unless and until you enter into a Joint Election, and no shares of Stock Shares or other benefit pursuant to the RSUs will be issued to Grantee you under the Plan, without any liability to the Company and/or the Employer. We are pleased • You agree that any Employer’s Liability that may arise in connection with or pursuant to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan vesting of the Restricted Stock Units (the “2024 Plan”). This Offer Document sets out information regarding the grant of or any restricted stock units (“Restricted Stock Units”granted to you under the Plan) over or the acquisition of shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the “Company”) to Australian resident employees, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted or other taxable events in connection with the 2024 Plan Restricted Stock Units (or any other restricted stock units granted under the Plan) will be transferred to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of you; • You authorise the Company and and/or your employer to recover an amount sufficient to cover this liability by any subsidiaries that exist now or method set forth in the future, by offering them an opportunity to participate in Restricted Stock Unit Award Agreement and/or the Joint Election; and • You acknowledge that even if you have accepted the Joint Election via the Company’s future performance through online procedure, the grant of Awards. The 2024 Plan and this Offer Document are intended Company or Participant’s employer may still require you to comply with the provisions sign a paper copy of the Corporations Act 2001, ASIC Regulatory Guide 49 Joint Election (or a substantially similar form) if the “Corporations Act”) and ASIC Class Order CO 14/1000Company determines such is necessary to give effect to the Joint Election. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the 2024 Plan.for your records.1

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (WHITEWAVE FOODS Co)

Joint Election. The Company reserves the right to transfer Secondary Class 1 NICs to Participant. As a condition of participation participating in the Plan, Xxxxxxx Participant acknowledges and agrees to accept any liability that Participant may be liable for secondary the Secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or or the Employer (or by any successor to the Company or the Employer) with respect to the acquisition of Shares pursuant to the Stock Units, the assignment or release of the Stock Units for consideration, or the receipt of any other benefit in connection with the Award Stock Units and any event giving rise that liability for the Secondary Class 1 NICs payments may be transferred to Tax-Related Items. Without prejudice Participant to the foregoingfullest extent permitted by law. If the Company chooses to transfer the Secondary Class 1 NICs, Xxxxxxx and without limitation to the above, Participant agrees to execute a joint election with the Companymake an election, in the form formally specified and/or approved for such election by HMRC HMRC, that the liability for the Secondary Class 1 NICs payments on any such gains shall be transferred to Participant (the “Joint Election”) and provided by the Company, and any other consent or election required to accomplish the transfer of the liability for Employer NICs to Grantee). Xxxxxxx Participant further agrees to execute such other joint elections as may be required between him or her Participant and any successor to the Company and/or the Employer. Xxxxxxx further agrees that Participant hereby authorizes the Company and/or and the Employer may collect the Employer to withhold such Secondary Class 1 NICs from him or her by any of the means set forth in paragraph 13 Section 7 of the Agreement or in accordance with if and when such Secondary Class 1 NICs are transferred to Participant. Further, if the Joint Election. If Grantee Company chooses to transfer the Secondary Class 1 NICs payments and Participant does not enter into a Joint Election prior to vesting make an Election, or the approval of the AwardElection is been withdrawn by HMRC, he or she will not be entitled to vest in the Award Election is jointly revoked by Participant and no shares the Company or the Employer, as applicable, then these Stock Units shall, at the discretion of Stock will be issued to Grantee under the PlanCompany, without any liability to the Company and/or or the Employer, cease vesting and become null and void. We are pleased to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long6728180-Term Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the “Company”) to Australian resident employees, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 Plan.v4\GESDMS – May 2021 26

Appears in 1 contract

Samples: Stock Unit Agreement (Marvell Technology, Inc.)

Joint Election. As a condition of your participation in the Plan, Xxxxxxx agrees you agree to accept any liability for secondary Class 1 NICs national insurance contributions (the “Employer NICsEmployer’s Liability”) which may be payable by the Company and/or the Employer in connection with the Award and any event giving rise to Tax-Related Items. Without prejudice to To accomplish the foregoing, Xxxxxxx agrees you agree to execute a the following joint election with the Company, in the form formally approved by HMRC Company (the “Joint Election”) and provided ), the form of such Joint Election being formally approved by the CompanyHMRC, and any other consent or election elections required to accomplish the transfer of the liability for Employer NICs Employer’s Liability to Granteeyou. Xxxxxxx You further agrees agree to execute such other joint elections as may be required between him or her yourself and any successor to the Company and/or the Employer. Xxxxxxx You further agrees agree that the Company and/or the Employer may collect the Employer NICs from him or her Employer’s Liability by any of the means set forth in paragraph 13 Section 9.2 of the Agreement or in accordance with the Joint ElectionAgreement. If Grantee does you do not enter into a Joint Election prior to vesting of the Award or any other event giving rise to Tax-Related Items, you will forfeit the Units and any benefits in connection with the Award, he or she will not be entitled to vest in the Award and no shares of Stock any Shares that have been issued will be issued returned to Grantee under the PlanCompany at no cost to the Company, without any liability to the Company and/or the Employer. We are pleased ITRON, INC. 2010 STOCK INCENTIVE PLAN Important Note on the Joint Election to provide you with this offer to participate Transfer Employer National Insurance Contributions As a condition of participation in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Itron, Inc. 2010 Stock Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding ) and the grant vesting of the restricted stock units unit award (the Restricted Stock UnitsAward”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx that has been granted to you by Itron, 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’s Liability”) that may arise in connection with the Award, or in connection with future restricted stock unit awards, granted to Australian resident employeesyou by the Company under the Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, consultants and directors the Award will be worthless, as (under the terms of the Company and its Australian subsidiary(iesRestricted Stock Unit Award Agreement), you will not be able to vest in the Award or receive any benefit in connection with the Award. The Company has adopted By entering into the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important Joint Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the success vesting of the Company Award (and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in acquisition of shares of the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply common stock) or other taxable events in connection with the provisions Award will be transferred to you; and • you authorise the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Restricted Stock Unit Award Agreement and/or the Joint Election. Indicating your acceptance of the Corporations Act 2001Restricted Stock Unit Award Agreement indicates your agreement to be bound by the terms of the Joint Election. Please read the terms of the Joint Election carefully before accepting the Restricted Stock Unit Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. ITRON, ASIC Regulatory Guide 49 (the “Corporations Act”) and ASIC Class Order CO 14/1000INC. Any capitalized term used but not defined herein shall have the meaning ascribed to such term 2010 STOCK INCENTIVE PLAN Restricted Stock Units for Employees in the 2024 Plan.United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARY CLASS 1 NATIONAL INSURANCE LIABILITY TO THE EMPLOYEE

Appears in 1 contract

Samples: Performance Restricted Stock Unit Award Agreement

Joint Election. As a condition of participation in the PlanOption granted hereunder, Xxxxxxx agrees you agree to accept any liability for secondary Class 1 NICs National Insurance Contributions (the “Employer NICs”) ), which may be payable by the Company and/or or your Employer with respect to the Employer exercise of the Option and issuance of Shares subject to the Option, the assignment or release of the Option for consideration, or the receipt of any other benefit in connection with the Award and any event giving rise to Tax-Related ItemsOption. Without prejudice limitation to the foregoing, Xxxxxxx agrees you agree to execute a joint make an election with (the Company“Election”), in the form formally specified and/or approved for such election by HMRC (the “Joint Election”) and provided by the CompanyHMRC, and any other consent or election required to accomplish the transfer of that the liability for your Employer NICs payments on any such gains shall be transferred to Granteeyou to the fullest extent permitted by law. Xxxxxxx You further agrees agree to execute such other joint elections as may be required between him or her you and any successor to the Company and/or the your Employer. Xxxxxxx further agrees that You hereby authorize the Company and/or the and your Employer may collect the to withhold such Employer NICs from him or her by any of the means set forth in paragraph 13 Section V of the Agreement or in accordance with the Joint ElectionAgreement. If Grantee does not Failure by you to enter into a Joint Election prior to vesting an Election, withdrawal of approval of the AwardElection by HMRC or a joint revocation of the Election by you and the Company or your Employer, he or she will not as applicable, shall be entitled to vest in grounds for the Award forfeiture and no shares cancellation of Stock will be issued to Grantee under the PlanOption, without any liability to the Company and/or the or your Employer. We UNITED STATES TERMS AND CONDITIONS Nature of Grant. The following provision replaces Section IV(B)(1) of the Agreement: (1) “termination of your employment” shall mean the last date you are pleased either an active employee of the Company or an Affiliate or actively engaged as a Director of the Company or an Affiliate; in the event of termination of your employment (whether or not in breach of local labor laws), your right to exercise the Option and vest under the Plan, if any, will terminate effective as of the date that you are no longer actively employed; provided, however, that such right will be extended by any notice period mandated by law (e.g. the Worker Adjustment and Retraining Notification Act (“WARN Act”) notice period or similar periods pursuant to local law) and any paid administrative leave (as applicable), unless the Company shall provide you with this offer written notice otherwise before the commencement of such notice period or leave. Your right, if any, to participate in exercise the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive Option after termination of employment will be measured by the date of termination of your active employment; provided, however, that such right will be extended by any notice period mandated by law (e.g. the Worker Adjustment and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding the grant of restricted stock units Retraining Notification Act (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the “Company”) to Australian resident employees, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations WARN Act”) notice period or similar periods pursuant to local law) and ASIC Class Order CO 14/1000any paid administrative leave, unless the Company shall provide you with written notice otherwise before the commencement of such notice period or leave. Any capitalized Notwithstanding anything to the contrary herein, in no event shall the term used but not defined herein shall have of this Option extend beyond the meaning ascribed to such term Expiration Date set forth on the Award Notice and in the 2024 Plan.this Agreement. Appendix A-20 Global NQSO Agreement – FILING VERSION 2018

Appears in 1 contract

Samples: Global Stock Unit Agreement

Joint Election. As a condition of participation in the Plan, Xxxxxxx agrees you agree to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or the Employer in connection with the Award Option and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). Without prejudice to the foregoing, Xxxxxxx agrees you agree to execute a the following joint election with the Company, in the form of such joint election being formally approved by HMRC (the “Joint Election”) and provided by the Company, and any other consent or election required to accomplish the transfer of the liability for Employer NICs Employer’s Liability to Granteeyou. Xxxxxxx You understand that the Joint Election applies to any Option granted to you under the Plan after the execution of the Joint Election. You further agrees agree to execute such other joint elections as may be required between him or her you and any successor to the Company and/or the Employer. Xxxxxxx You further agrees agree that the Company and/or the Employer may collect the Employer NICs Employer’s Liability from him or her you by any of the means set forth in paragraph 13 Section 5 of the Agreement or in accordance with the Joint ElectionAward Agreement. If Grantee does you do not enter into a Joint Election prior to vesting the exercise of the AwardOption or any other event giving rise to Tax-Related Items, he or she you will not be entitled to vest exercise the Option or receive any benefit in connection with the Award Option unless and until you enter into a Joint Election, and no shares of Stock Shares or other benefit pursuant to the Option will be issued to Grantee you under the Plan, without any liability to the Company and/or the Employer. We are pleased • You agree that any Employer’s Liability that may arise in connection with or pursuant to provide the exercise of the Option (or any stock options granted to you with this offer to participate in under the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan (Plan) or the “2024 Plan”). This Offer Document sets out information regarding the grant acquisition of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the “Company”) to Australian resident employees, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted or other taxable events in connection with the 2024 Plan Option (or any other options granted under the Plan) will be transferred to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of you; • You authorise the Company and and/or your employer to recover an amount sufficient to cover this liability by any subsidiaries that exist now or method set forth in the future, by offering them an opportunity to participate in 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 future performance through online procedure, the grant of Awards. The 2024 Plan and this Offer Document are intended Company or Participant’s employer may still require you to comply with the provisions sign a paper copy of the Corporations Act 2001, ASIC Regulatory Guide 49 Joint Election (or a substantially similar form) if the “Corporations Act”) and ASIC Class Order CO 14/1000Company determines such is necessary to give effect to the Joint Election. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the 2024 Plan.for your records.6

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (WHITEWAVE FOODS Co)

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Joint Election. As a condition of participation in the PlanPlan and the vesting of the Restricted Stock Units at a time when the Company’s Shares are considered readily convertible assets under U.K. law, Xxxxxxx Participant agrees to accept any liability for secondary Class 1 NICs National Insurance contributions and, to the extent permissible, the employer portion of the Health and Social Care levy (the “Employer NICs”) which that may be payable by the Company and/or Company, the Employer Employer, a Parent or a Subsidiary in connection with the Award Restricted Stock Units and any event giving rise to Tax-Related Items. Without prejudice to the foregoing, Xxxxxxx Participant agrees to execute a the joint election with the CompanyCompany attached hereto, in or such other form of joint election as the form formally approved by HMRC Company may determine (the “Joint Election” or the “Election”) and provided any other required consent or election requested by the Company, and any other consent . The Participant agrees that entry into the Joint Election will come into effect immediately on the signature or election required to accomplish the transfer acceptance of the liability for Employer NICs to GranteeJoint Election, if the Joint Election has been formally approved by HM Revenue and Customs (“HMRC”). Xxxxxxx If HMRC has not formally approved the Joint Election, the Participant irrevocably agrees that the Joint Election will become effective once the form of the Joint Election has been formally approved by HMRC. Participant further agrees to execute such other joint elections as may be required between him or her Participant and any successor to the Company and/or Company, the EmployerEmployer or any Parent or Subsidiary. Xxxxxxx Participant further agrees that the Company and/or Company, the Employer and any Parent or Subsidiary may collect the Employer NICs from him or her Participant by any of the means set forth in paragraph 13 Section 7 of the Agreement or in accordance with the Joint ElectionAward Agreement. If Grantee Participant does not enter into a Joint Election prior to the vesting of the AwardRestricted Stock Units, he or she will not be entitled to vest in the Award Restricted Stock Units unless and until he or she enters into a Joint Election, and no shares of Stock Shares will be issued to Grantee Participant under the Plan, without any liability to the Company and/or Company, the Employer. We are pleased to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the “Company”) to Australian resident employees, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and Employer or any subsidiaries that exist now Parent or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 PlanSubsidiary.

Appears in 1 contract

Samples: Global Restricted Stock Unit Award Agreement (Splunk Inc)

Joint Election. As a condition of participation in the Plan, Xxxxxxx agrees you agree to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or the Employer its Subsidiaries in connection with the Award exercise of the Option and any event giving rise to Tax-Related ItemsItems (the “Employer’s NICs”). Without prejudice limitation to the foregoing, Xxxxxxx agrees you agree to execute enter into a joint election with the Company, in the form formally approved by HMRC Company (the “Joint Election”) and provided ), the form of such Joint Election being formally approved by the CompanyHMRC, and to execute any other consent consents or election elections required to accomplish the transfer of the liability for Employer Employer’s NICs to Granteeyou. Xxxxxxx You further agrees agree to execute such other joint elections as may be required between him or her you and any successor to the Company and/or the Employerany of its Subsidiaries. Xxxxxxx You further agrees agree that the Company and/or the Employer its Subsidiaries may collect the Employer Employer’s NICs from him or her you by any of the means set forth in paragraph 13 Section 10 of the Agreement Option Award Terms and Conditions or in accordance with Section 9.1 of the Joint ElectionPlan. If Grantee does you do not enter into a Joint Election prior to vesting Election, if approval of the AwardJoint Election has been withdrawn by HMRC or if such Joint Election is jointly revoked by you and the Company or its Subsidiary, he or she will not be entitled to vest as applicable, the Company, in the Award its sole discretion and no shares of Stock will be issued to Grantee under the Plan, without any liability to the Company and/or or its Subsidiaries, may choose not to issue or deliver any shares to you upon exercise of the EmployerOption. We are pleased to provide you with this offer to participate (Joint Election Form below) As a condition of participation in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term ServiceSource International, Inc. 2020 Equity Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding ) and the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx 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”) to Australian resident employees, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or may arise in the future, by offering them an opportunity to participate in the Company’s future performance through connection with the grant of Awards. The 2024 the Option or in connection with future options granted to you by the Company under the Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations ActJoint 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 other taxable events in connection with the Option will be transferred to you; and ASIC Class Order CO 14/1000. Any capitalized term used but not defined herein shall have • you authorize the meaning ascribed Company and/or your employer to such term recover an amount sufficient to cover this liability by any method set forth in the 2024 Plan.Option Agreement and/or the Joint Election. This Election is between:

Appears in 1 contract

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

Joint Election. As a condition of the Participant’s participation in the PlanPlan and the vesting of the Restricted Stock Units, Xxxxxxx the Participant agrees to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company Corporation and/or the Employer in connection with the Award and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). Without prejudice to the foregoing, Xxxxxxx the Participant agrees to execute enter into a joint election with the CompanyCorporation, in the form of such joint election being formally approved by HMRC (the “Joint Election”) and provided by the Company), and any other required consent or election required to accomplish the transfer of the liability for Employer NICs to Granteeelections. Xxxxxxx The Participant further agrees to execute enter into such other joint elections as may be required between him or her the Participant and any successor to the Company Corporation and/or the Employer. Xxxxxxx The Participant further agrees that the Company Corporation and/or the Employer may collect the Employer NICs Employer’s Liability from him or her the Participant by any of the means set forth in paragraph 13 Paragraph 9 of the Agreement or in accordance with the Joint ElectionAgreement. If Grantee the Participant does not enter into a the Joint Election prior to the vesting of the AwardRestricted Stock Units, he or she the Participant will not be entitled to vest in forfeit the Award and no shares of Stock any Shares that have been issued will be issued returned to Grantee under the PlanCorporation at no cost to the Corporation, without any liability to the Company and/or Corporation and the Employer. We B - 15 SANDISK CORPORATION 2013 INCENTIVE PLAN Election To Transfer the Employer’s National Insurance Liability to the Employee Onscreen disclaimer If you are pleased liable to provide you with this offer to participate National Insurance contributions (“NICs”) in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan (UK on option grants or restricted stock unit awards to you, 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 “2024 PlanACCEPT” box where indicated indicates your acceptance of the Joint Election. You should read the 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 (“NICs). This Offer Document sets out information regarding ) in the UK on your option grant of or restricted stock units (“Restricted Stock Units”) over unit awards, you are required to enter into a Joint Election to transfer any liability to employer’s NICs that may arise in connection with your awards to you. By entering into the Joint Election: • you agree that any employer’s National Insurance liability that may arise in connection with your awards will be transferred to you; and • you will authorise your employer to recover an amount sufficient to cover this liability by such methods including, but not limited to, deductions from your salary or other payments due, or the sale of sufficient shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (acquired pursuant to your awards. To enter into the Joint Election, please click on the “Company”) to Australian resident employees, consultants and directors of ACCEPT” box where indicated. Please read the Company and its Australian subsidiary(ies)Joint Election carefully before accepting the Joint Election. The Company has adopted B - 17 SANDISK CORPORATION 2013 INCENTIVE PLAN Election To Transfer the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important Employer’s National Insurance Liability to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 Plan.Employee This Election is between:

Appears in 1 contract

Samples: Global Restricted Stock Unit Issuance Agreement

Joint Election. As a condition of participation in the Plangrant of RSUs, Xxxxxxx the Participant agrees to accept any liability for secondary Class 1 NICs National Insurance contributions (the “Employer NICs”) which may be payable by the Company and/or or the Employer with respect to the vesting of the RSUs or otherwise payable with respect to a benefit derived in connection with the Award and any event giving rise to Tax-Related ItemsRSUs. Without prejudice limitation to the foregoing, Xxxxxxx the Participant agrees to execute a joint election with between the Company, in Company and/or the form formally approved by HMRC Employer and Participant (the “Joint Election”) and provided ), the form of such Joint Election being formally approved by the CompanyHMRC, and any other consent or election required to APPENDIX A - 13 VERSION 11/17 accomplish the transfer of the liability for Employer NICs to Granteethe Participant. Xxxxxxx The Participant further agrees to execute such other joint elections as may be required between him or her the Participant and any successor to the Company and/or the Employer. Xxxxxxx If the Participant does not enter into a Joint Election, no Shares shall be issued to the Participant without any liability to the Company and/or the Employer. The Participant further agrees that the Company and/or the Employer may collect the Employer NICs from him or her the Participant by any of the means set forth in paragraph 13 Section 6 of the Agreement or in accordance with the Joint ElectionAgreement. If Grantee does not enter into a Joint Election prior to vesting of the Award, he or she will not be entitled to vest in the Award and no shares of Stock will be issued to Grantee under the Plan, without any liability to the Company and/or the Employer. APPENDIX A - 14 VERSION 11/17 We are pleased to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Analog Devices, Inc. Amended and Restated 2006 Stock Incentive and Equity Compensation Plan (the “2024 Plan”). This Offer Document sets out information regarding the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx Analog Devices, Inc. (the “Company”) to Australian resident employees, consultants employees and directors of the Company and its Australian subsidiary(ies)Subsidiary. The Company has adopted the 2024 Plan to provide incentives enable the Company and its subsidiaries to attract, retain and motivate eligible persons whose present and potential contributions are important to their employees by providing for or increasing the success proprietary interests of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate such employees in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 Plan.

Appears in 1 contract

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

Joint Election. The Company reserves the right to transfer Secondary Class 1 NICs to the Participant. As a condition of participation participating in the Plan, Xxxxxxx the Participant acknowledges and agrees to accept any liability that the Participant may be liable for secondary the Secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or or the Employer (or by any successor to the Company or the Employer) with respect to the acquisition of Shares pursuant to the Stock Units, the assignment or release of the Stock Units for consideration, or the receipt of any other benefit in connection with the Award Stock Units and any event giving rise to Tax-Related Items. Without prejudice that liability for the Secondary Class 1 NICs payments may be transferred to the foregoingParticipant to the fullest extent permitted by law. If the Company chooses to transfer the Secondary Class 1 NICs, Xxxxxxx and without limitation to the above, the Participant agrees to execute a joint election with the Companymake an election, in the form formally specified and/or approved for such election by HMRC HMRC, that the liability for the Secondary Class 1 NICs payments on any such gains shall be transferred to the Participant (the “Joint Election”) and provided by the Company, and any other consent or election required to accomplish the transfer of the liability for Employer NICs to Grantee). Xxxxxxx The Participant further agrees to execute such other joint elections as may be required between him or her the Participant and any successor to the Company and/or the Employer. Xxxxxxx further agrees that The Participant hereby authorizes the Company and/or and the Employer may collect the Employer to withhold such Secondary Class 1 NICs from him or her by any of the means set forth in paragraph 13 Section 7 of the Agreement or in accordance with if and when such Secondary Class 1 NICs are transferred to the Joint ElectionParticipant. If Grantee Further, if the Company chooses to transfer the Secondary Class 1 NICs payments and the Participant does not enter into a Joint Election prior to vesting make an Election, or the approval of the AwardElection is been withdrawn by HMRC, he or she will not be entitled to vest in the Award Election is jointly revoked by the Participant and no shares the Company or the Employer, as applicable, then these Stock Units shall, at the discretion of Stock will be issued to Grantee under the PlanCompany, without any liability to the Company and/or or the Employer, cease vesting and become null and void. We are pleased to provide you with Please complete and return this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan Stock Unit Election Form (the “2024 PlanElection Form”). This Offer Document sets out information regarding the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx , as described below, so that is received on or before [___________] (the “CompanySubmission Deadline) ), to Australian resident employees[______], consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract0000 Xxxxxxx Xxxx, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now Santa Clara, CA 95054 or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) and ASIC Class Order CO 14/1000[_____]@xxxxxxx.xxx. Any capitalized term used but Election Form not defined herein shall have received by the meaning ascribed to such term in the 2024 PlanSubmission Deadline will be void.

Appears in 1 contract

Samples: Stock Unit Agreement (Deferred Stock Units) (Marvell Technology Group LTD)

Joint Election. As a condition of participation in the Plangrant of Performance RSUs, Xxxxxxx the Participant agrees to accept any liability for secondary Class 1 NICs National Insurance contributions (the “Employer NICs”) which may be payable by the Company and/or 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 Award and any event giving rise to Tax-Related ItemsPerformance RSUs. Without prejudice limitation to the foregoing, Xxxxxxx the Participant agrees to execute a joint election with between the Company, in Company and/or the form formally approved by HMRC Employer and Participant (the “Joint Election”) and provided ), the form of such Joint Election being formally approved by the CompanyHMRC, and any other consent or election required to accomplish the transfer of the liability for Employer NICs to Granteethe Participant. Xxxxxxx The Participant further agrees to execute such other joint elections as may be required between him or her the Participant and any successor to the Company and/or the Employer. Xxxxxxx If the Participant does not enter into a Joint Election, no Shares shall be issued to the Participant without any liability to the Company and/or the Employer. The Participant further agrees that the Company and/or the Employer may collect the Employer NICs from him or her the Participant by any of the means set forth in paragraph 13 Section 6 of the Agreement or in accordance with the Joint ElectionAgreement. If Grantee does not enter into a Joint Election prior APPENDIX B - 13 Pursuant to vesting section 3(1) of the AwardDanish Act on the Use of Rights to Purchase or Subscribe for Shares etc. in Employment Relationships, he or she will not be entitled to vest in the Award and no shares as amended as of Stock will be issued to Grantee under the PlanJanuary 1, without any liability to the Company and/or the Employer. We are pleased to provide you with this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan 2019 (the “2024 PlanStock Option Act”). This Offer Document sets out , you are entitled to receive the following information regarding the grant of restricted stock units Performance Restricted Stock Units (“Restricted Stock UnitsPerformance RSUs”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx by Analog Devices, Inc. (the “Company”) to Australian resident employeesunder the Analog Devices, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Inc. 2020 Equity Incentive Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations ActPlan”) and ASIC Class Order CO 14/1000in a separate written statement. Any capitalized term used but not defined herein shall have This statement contains only the meaning ascribed to such term information mentioned in the 2024 Stock Option Act; the other terms and conditions of your grant of Performance RSUs is described in detail in your Global Performance Restricted Stock Unit Agreement (the “Agreement”), the appendix to your Agreement and the Plan.

Appears in 1 contract

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

Joint Election. As a condition of participation in the PlanPlan and the vesting of the Performance Stock Units, Xxxxxxx agrees you agree to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or the Employer in connection with the Award Performance Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). Without prejudice to the foregoing, Xxxxxxx agrees you agree to execute a joint election with the Company, in the form of such joint election having been approved formally approved by HMRC Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”) and provided by the Company), and any other required consent or election required to accomplish the transfer of the liability for Employer NICs to Granteeyou. Xxxxxxx You further agrees agree to execute such other joint elections as may be required between him or her you and any successor to the Company and/or or the Employer. Xxxxxxx You further agrees agree that the Company and/or or the Employer may collect the Employer NICs from him or her you by any of the means set forth in paragraph 13 the “Tax Obligations” section of the Agreement or in accordance with the Joint ElectionAward Agreement. If Grantee does you do not enter into a Joint Election prior to the vesting of the AwardPerformance Stock Units 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 you will not be entitled to vest in the Award Performance Stock Units or receive any benefit in connection with the Performance Stock Units unless and until you enter into a Joint Election, and no shares of Stock Shares will be issued or delivered to Grantee you under the Plan, without any liability to the Company and/or or the Employer. We are pleased • You agree that any Employer’s Liability that may arise in connection with or pursuant to provide you the Performance Stock Units (and the acquisition of Shares) or other taxable events in connection with the Performance Stock Units will be transferred to you; and • You authorise the Company and/or the Employer to recover an amount sufficient to cover this offer to participate liability by any of the means set forth in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan (Award Agreement and/or the “2024 Plan”)Joint Election. This Offer Document sets out information regarding • You acknowledges that even if you have electronically entered into the grant of restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (Joint Election by accepting the “Company”) to Australian resident employees, consultants and directors of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in Award Agreement through the Company’s future performance through online acceptance procedures, the grant Company or the Employer may still require you to sign a paper copy of Awardsthis Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. The 2024 Plan and this Offer Document are intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 (the “Corporations Act”) 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 2024 Plan.This Election is between:

Appears in 1 contract

Samples: Global Performance Stock Unit Award Agreement (Trimble Inc.)

Joint Election. As a condition of participation in the Plan, Xxxxxxx the Participant agrees to accept any liability for secondary Class 1 NICs (the “Employer NICs”) which may be payable by the Company and/or the Employer in connection with the Award and any event giving rise to Tax-Related ItemsItems (the “Employer’s NICs”). Without prejudice limitation to the foregoing, Xxxxxxx the Participant agrees to execute enter into a joint election with the Company, in the form formally approved by HMRC Company (the “Joint Election”) and provided ), the form of such Joint Election being formally approved by the CompanyHMRC, and to execute any other consent consents or election elections required to accomplish the transfer of the liability for Employer Employer’s NICs to Granteethe Employee. Xxxxxxx The Participant further agrees to execute such other joint elections as may be required between him or her the Participant and any successor to the Company and/or the Employer. Xxxxxxx The Participant further agrees that the Company and/or the Employer may collect the Employer Employer’s NICs from him or her by any of the means set forth in paragraph 13 7 of the Agreement or in accordance with the Joint ElectionAgreement. If Grantee the Participant does not enter into a Joint Election prior to vesting Election, if approval of the AwardJoint Election has been withdrawn by HMRC or if such Joint Election is jointly revoked by the Participant and the Company or the Employer, he or she will not be entitled to vest as applicable, the Company, in the Award its sole discretion and no shares of Stock will be issued to Grantee under the Plan, without any liability to the Company and/or or the Employer, may choose not to issue or deliver any shares to the Employee upon vesting of the RSUs. We are pleased (Joint Election Form below) Grant is Non-Transferable. The following provision replaces Section II(10) of this Agreement: The Participant may transfer his or her grant of RSUs but only without receiving any consideration for the transfer, to provide you members of his or her family (which may include the Participant) or to trusts, partnerships, foundations or similar entities for the benefit of such family members, but in each case only as permitted under a U.S. Securities & Exchange Commission Form S-8 registration statement, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of the Plan and this offer to participate in the Xxxxxx Xxxxxxxxxxx 2024 Long-Term Incentive and Equity Compensation Plan (the “2024 Plan”)Agreement. This Offer Document sets out information regarding Otherwise, the grant of restricted stock units RSUs and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (“Restricted Stock Units”whether by operation of law or otherwise) over shares and will not be subject to sale under execution, attachment or similar process except upon the Participant’s death or by will or by the laws of common stock (“Shares”) of Xxxxxx Xxxxxxxxxxx (the “Company”) to Australian resident employees, consultants descent and directors distribution as provided in paragraph 6. The terms of the Company and its Australian subsidiary(ies). The Company has adopted the 2024 Plan to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. The 2024 Plan and this Offer Document are intended to comply with Agreement shall be binding upon the provisions executors, administrations, heirs, successors, transferees and assigns of the Corporations Act 2001Participant. Except as provided herein, ASIC Regulatory Guide 49 (upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the “Corporations Act”) rights 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 2024 Planprivileges conferred hereby immediately will become null and void.

Appears in 1 contract

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

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