Joint Election. As a condition of participation in the Plan, Participant agrees to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units and any event giving rise to Tax-Related Items (the “Employer’s Liability”). Without prejudice to the foregoing, Participant agrees to execute the following joint election with the Company, the form of such joint election being formally approved by HMRC (the “Joint Election”) and any other consent or election required to accomplish the transfer of the Employer’s Liability to Participant. 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. Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Part A, Section 2 of this Exhibit B. If Participant does not enter into a Joint Election prior to the first vesting date of the Restricted Stock Units or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the 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 or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Participant is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the Code.
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 a condition of the Participant’s participation in the Plan, the Participant agrees to accept any liability for secondary Class 1 NICs National Insurance contributions which may be payable by the Company and/or the Employer Service Recipient in connection with the Restricted Stock Performance Share Units and any event giving rise to Tax-Related Items (the “EmployerService Recipient’s Liability”). Without prejudice limitation to the foregoing, the Participant agrees to execute the following joint election with the Company, the form of such joint election being formally approved by HMRC Company (the “Joint Election”) ), the form of such Joint Election being formally approved by HMRC, and to execute any other consent consents or election elections required to accomplish the transfer of the EmployerService Recipient’s Liability to the Participant. 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. 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 EmployerService Recipient. The Participant further agrees that the Company and/or the Employer Service Recipient may collect the EmployerService Recipient’s Liability from him or her by any of the means set forth in Part A, Section 2 11 of this Exhibit B. the Performance Share Unit Agreement. If the Participant does not enter into a the Joint Election prior to the first vesting date of the Restricted Stock Performance Share Units or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Restricted Stock Performance Share Units or receive any benefit in connection with the Restricted Stock Performance Share Units unless and until he or she enters into a the Joint Election, Election and no Shares shares of Common Stock or other benefit pursuant to the Restricted Stock Performance Share Units will be issued to the Participant under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Participant is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the CodeService Recipient.
Appears in 3 contracts
Samples: Performance Share Unit Agreement (Catalent, Inc.), Performance Share Unit Agreement (Catalent, Inc.), Performance Share Unit Agreement (Catalent, Inc.)
Joint Election. As If Participant is a condition of participation tax resident in the PlanUK, Participant agrees the Restricted Stock Unit grant is conditional upon Participant’s agreement to accept any liability for any secondary Class 1 NICs national insurance contributions which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units and any event giving rise to Tax-Related Items tax liability in relation to the Restricted Stock Units (the “Employer’s LiabilityEmployer 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, Participant agrees to execute the following enter into a joint election with the CompanyCompany or the Employer (a “Joint Election”), the form of such joint election Joint Election being formally approved by HMRC (the “Joint Election”) HMRC, and any other consent or election elections required to accomplish the transfer of the Employer’s Liability Employer NICs to Participant. 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 enter into such other joint elections as may be required between him or her and by any successor to the Company and/or the EmployerEmployer for the purpose of continuing the effectiveness of Participant’s Joint Election. Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Part A, Section 2 of this Exhibit B. If Participant does not enter into a the Joint Election prior to vesting in the first vesting date Restricted Stock Units, or if approval of the Joint Election is withdrawn by HMRC and a new Joint Election is not entered into, the Restricted Stock Units or any other event giving rise to Tax-Related Items, he or she will shall become null and void and may not be entitled to vest in the 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 or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plansettled, without any liability to the Company and/or or its Subsidiaries. Participant must enter into the Employer; providedJoint Election attached to this Exhibit B, howeverconcurrent with the execution or electronic acceptance of this Award Agreement, that this provision shall not apply if or at such subsequent time as may be designated by the Company. If Participant is a U.S. taxpayer and liable for National Insurance contributions (“NICs”) in the application of this provision would cause United Kingdom (“UK”) in connection with Participant’s participation in the Restricted Stock Units Ambarella, Inc. 2021 Equity Incentive Plan (the “Plan”), Participant is required to fail enter into an Election to qualify under an exemption from, transfer to Participant any liability for employer’s NICs that may arise in connection with his or comply with, Section 409A her participation in the Plan. Clicking on the [“ACCEPT”] box indicates Participant’s acceptance of the CodeElection. Participant should read the “Important Note on the Election to Transfer Employer NICs” before accepting the Election.
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 exercise of the Option, Participant agrees to accept any liability for secondary Class 1 NICs national insurance contributions which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units Option and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Participant agrees to execute the following a joint election with the Company, the form of such joint election being formally approved by HMRC Her Majesty’s Revenue & Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability to Participant. 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 Electionelection. 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. Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her by any of the means set forth in Part A, Section 2 F of this Exhibit B. the Agreement. If Participant does not enter into a Joint Election prior to the first vesting date exercise of the Restricted Stock Units or any other event giving rise to Tax-Related ItemsOption, he or she will not be entitled to vest in exercise the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units Option unless and until he or she enters into a Joint Election, Election and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or the Employer; provided. This section supplements Section F of the Award Agreement. If payment or withholding of the Tax-Related Items (including the Employer NICs) is not made within ninety (90) days of the event giving rise to the Tax-Related Items or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), howeverthe amount of any uncollected Tax-Related Items shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that this provision the loan will bear interest at the then-current official rate of HMRC, it shall not apply be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section F of the Award Agreement. Notwithstanding the foregoing, if Participant is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, director or comply with, Section 409A executive officer of the Code.Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), he or she shall not be eligible for a loan from the Company to cover the Tax-Related Items. In the event that Participant is a director or executive officer and Tax-Related Items are not collected from or paid by him or her by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to Participant on which additional income tax and NICs (including the Employer NICs) will be payable. Participant will be responsible for reporting any income tax and NICs (including the Employer NICs) due on this additional benefit directly to HMRC under the self-assessment regime. In addition, the Participant agrees that the Company and/or the Employer may calculate the Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Participant may have to recover any overpayment from the relevant tax authorities. Aruba Networks, Inc. 0000 Xxxxxxxx Xxx. Sunnyvale, CA 94089-1113 Attention: Stock Plan Administration
Appears in 2 contracts
Samples: Stock Option Award Agreement (Aruba Networks, Inc.), Stock Option Award Agreement (Aruba Networks, Inc.)
Joint Election. As a condition of participation in the Plan, Participant Awardee agrees to accept any liability for secondary Class 1 NICs National Insurance contributions which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units Award and any event giving rise to Tax-Related Items (the “"Employer’s 's Liability”"). Without prejudice to the foregoing, Participant Awardee agrees to execute the following enter into a joint election with the CompanyCompany or the Employer, the form of such joint election being formally approved by HMRC (the “"Joint Election”") and any other consent or election required to accomplish the transfer of the Employer’s 's Liability to ParticipantAwardee. Participant Awardee understands that the Joint Election applies to any Restricted Stock Units Award granted to him or her under the Plan after the execution of he or she has entered into the Joint Election. Participant Awardee further agrees to execute enter into such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Participant Awardee further agrees that the Company and/or the Employer may collect the Employer’s 's Liability from him or her by any of the means set forth in Part A, Section 2 7 of this Exhibit B. the Award Agreement. If Participant Awardee does not enter into a Joint Election prior to the first vesting date of the Restricted Stock Units Award or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Restricted Stock Units Award or receive any benefit in connection with the Restricted Stock Units Award unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units Award will be issued to Participant Awardee under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Participant Awardee is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units Award to fail to qualify under an exemption from, or comply with, Section 409A of the Code, as determined by the Company. There are currently no country-specific provisions.
Appears in 2 contracts
Samples: Global Stock Award Agreement (Keysight Technologies, Inc.), Global Stock Award Agreement (Keysight Technologies, Inc.)
Joint Election. As a condition of participation in the Plan, Participant Awardee agrees to accept any liability for secondary Class 1 NICs National Insurance contributions which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units Award and any event giving rise to Tax-Related Items (the “Employer’s Liability”). Without prejudice to the foregoing, Participant Awardee agrees to execute the following a joint election with the CompanyCompany or the Employer, the form of such joint election being formally approved by HMRC (the “Joint Election”) and any other consent or election required to accomplish the transfer of the Employer’s Liability to ParticipantAwardee. Participant Awardee understands that the Joint Election applies to any Restricted Stock Units Award granted to him or her under the Plan after the execution of the Joint Election. Participant Awardee 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. Participant Awardee further agrees that the Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Part A, Section 2 7 of this Exhibit B. the Award Agreement. If Participant Awardee does not enter into a Joint Election prior to the first vesting date of the Restricted Stock Units Award or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Restricted Stock Units Award or receive any benefit in connection with the Restricted Stock Units Award unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units Award will be issued to Participant Awardee under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Participant Awardee is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units Award to fail to qualify under an exemption from, or comply with, Section 409A of the Code, as determined by the Company. There are currently no country-specific provisions.
Appears in 2 contracts
Samples: Global Stock Award Agreement (Keysight Technologies, Inc.), Global Stock Award Agreement (Keysight Technologies, Inc.)
Joint Election. As a condition of participation in the PlanPlan and the exercise of the Option, Participant agrees to accept any liability for secondary Class 1 NICs which national insurance contributions that may be payable by the Company and/or the Employer in connection with the Restricted Stock Units Option and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Participant agrees to execute the following a joint election with the Company, the form of such joint election being formally approved by HMRC Her Majesty's Revenue & Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability to Participant. 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 Electionelection. 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. Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her by any of the means set forth in Part A, Section 2 “Responsibility for Taxes” section of this Exhibit B. the Terms and Conditions of Stock Option Grant. If Participant does not enter into a Joint Election prior to the first vesting date exercise of the Restricted Stock Units or any other event giving rise to Tax-Related ItemsOption, he or she will not be entitled to vest in exercise the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units Option unless and until he or she enters into a Joint Election, Election and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or the Employer; provided. This section supplements the “Responsibility for Taxes” section of the Terms and Conditions of Stock Option Grant. If payment or withholding of the Tax-Related Items (including the Employer NICs) is not made within ninety (90) days of the event giving rise to the Tax-Related Items or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), howeverthe amount of any uncollected Tax-Related Items shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that this provision the loan will bear interest at the then-current official rate of HMRC, it shall not apply be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in the “Responsibility for Taxes” section of the Terms and Conditions of Stock Option Grant. Notwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. taxpayer Securities and Exchange Act of 1934, as amended), he or she shall not be eligible for a loan from the Company to cover the Tax-Related Items. In the event that Participant is a director or executive officer and Tax-Related Items are not collected from or paid by him or her by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to Participant on which additional income tax and NICs (including the Employer NICs) will be payable. Participant will be responsible for reporting any income tax and NICs (including the Employer NICs) due on this additional benefit directly to HMRC under the self-assessment regime. In addition, the Participant agrees that the Company and/or the Employer may calculate the Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Participant may have to recover any overpayment from the relevant tax authorities. GESDMS/6544036.12 Fortinet, Inc. 1000 Xxxxx Xxxx, Sunnyvale, CA 94086 Attention: Stock Administration Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of Fortinet, Inc. (the “Company”) under and pursuant to the 2009 Equity Incentive Plan (the “Plan”) and the application of this provision would cause Stock Option Award Agreement dated ________ (the Restricted Stock Units to fail to qualify under an exemption from“Award Agreement”). The purchase price for the Shares will be $_____________, or comply with, Section 409A of as required by the CodeAward Agreement.
Appears in 1 contract
Joint Election. As a condition of participation in the Plan, Participant agrees you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units Option and any event giving rise to Tax-Related Items (the “Employer’s Liability”). Without prejudice to the foregoing, Participant agrees you agree to execute the following joint election with the Company, the form of such joint election being formally approved by HMRC (the “Joint Election”) and any other consent or election required to accomplish the transfer of the Employer’s Liability to Participantyou. Participant understands You understand that the Joint Election applies to any Restricted Stock Units Option granted to him or her you under the Plan after the execution of the Joint Election. Participant 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. Participant You further agrees agree that the Company and/or the Employer may collect the Employer’s Liability from him or her you by any of the means set forth in Part A, Section 2 5 of this Exhibit B. the Award Agreement. If Participant does you do not enter into a Joint Election prior to the first vesting date exercise of the Restricted Stock Units Option or any other event giving rise to Tax-Related Items, he or she you will not be entitled to vest in exercise the Restricted Stock Units Option or receive any benefit in connection with the Restricted Stock Units Option unless and until he or she enters you enter into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units Option will be issued to Participant you under the Plan, without any liability to the Company and/or the Employer; provided, however, . • You agree that this provision shall not apply if Participant is a U.S. taxpayer and any Employer’s Liability that may arise in connection with or pursuant to the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A exercise of the Code.Option (or any stock options granted to you under the Plan) or the acquisition of shares of the Company or other taxable 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 substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. for your records.6
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (WHITEWAVE FOODS Co)
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, Participant agrees to accept any liability for secondary Class 1 NICs which National Insurance contributions and, to the extent permissible, the employer portion of the Health and Social Care levy (the “Employer NICs”) that may be payable by the Company and/or Company, the Employer Employer, a Parent or a Subsidiary in connection with the Restricted Stock Units and any event giving rise to Tax-Related Items (the “Employer’s Liability”)Items. Without prejudice to the foregoing, Participant agrees to execute the following joint election with the CompanyCompany attached hereto, the or such other form of such joint election being formally approved by HMRC as the Company may determine (the “Joint Election” or the “Election”) and any other required consent or election required to accomplish requested by the transfer Company. The Participant agrees that entry into the Joint Election will come into effect immediately on the signature or acceptance of the Employer’s Liability to ParticipantJoint Election, if the Joint Election has been formally approved by HM Revenue and Customs (“HMRC”). If HMRC has not formally approved the Joint Election, the Participant understands irrevocably agrees that the Joint Election applies to any Restricted Stock Units granted to him or her under will become effective once the Plan after the execution form of the Joint ElectionElection 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. Participant further agrees that the Company and/or Company, the Employer and any Parent or Subsidiary may collect the Employer’s Liability Employer NICs from him or her Participant by any of the means set forth in Part A, Section 2 7 of this Exhibit B. the Award Agreement. If Participant does not enter into a Joint Election prior to the first vesting date of the Restricted Stock Units or any other event giving rise to Tax-Related ItemsUnits, he or she will not be entitled to vest in the 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 or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or Company, the Employer; provided, however, that this provision shall not apply if Participant is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, Employer or comply with, Section 409A of the Codeany Parent or Subsidiary.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Splunk 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, the Participant acknowledges and agrees to accept any liability that the Participant may be liable for secondary the Secondary Class 1 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 Restricted Stock Units and that liability for the Secondary Class 1 NICs payments may be transferred to the Participant to the fullest extent permitted by law. If the Company chooses to transfer the Secondary Class 1 NICs, and without limitation to the above, the Participant agrees to make an election, in the form specified and/or approved for such election by HMRC, that the liability for the Secondary Class 1 NICs payments on any event giving rise such gains shall be transferred to Tax-Related Items the Participant (the “Employer’s LiabilityElection”). Without prejudice to the foregoing, Participant agrees to execute the following joint election with the Company, the form of such joint election being formally approved by HMRC (the “Joint Election”) and any other consent or election required to accomplish the transfer of the Employer’s Liability to Participant. 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. 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. The Participant further agrees that hereby authorizes the Company and/or and the Employer may collect the Employer’s Liability from him or her to withhold such Secondary Class 1 NICs by any of the means set forth in Part ASection 7 of the Agreement if and when such Secondary Class 1 NICs are transferred to the Participant. Further, Section 2 of this Exhibit B. If if the Company chooses to transfer the Secondary Class 1 NICs payments and the Participant does not enter into a Joint Election prior to make an Election, or the first vesting date approval of the Restricted Election is been withdrawn by HMRC, or the Election is jointly revoked by the Participant and the Company or the Employer, as applicable, then these Stock Units or any other event giving rise to Tax-Related Itemsshall, he or she will not be entitled to vest in at the Restricted Stock Units or receive any benefit in connection with discretion of the Restricted Stock Units unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the PlanCompany, without any liability to the Company and/or or the Employer; provided, howevercease vesting and become null and void. Please complete and return this Stock Unit Election Form (the “Election Form”), as described below, so that this provision shall is received on or before [___________] (the “Submission Deadline”), to [______], 0000 Xxxxxxx Xxxx, Santa Clara, CA 95054 or [_____]@xxxxxxx.xxx. Any Election Form not apply if Participant is a U.S. taxpayer and received by the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the CodeSubmission 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 Grantee’s participation in the PlanPlan and of the vesting of the Restricted Stock Units, Participant Grantee agrees to accept any liability for secondary Class 1 NICs National Insurance Contributions which may be payable by the Company and/or the Employer in connection with respect to the Restricted Stock Units and any event giving rise to Tax-Related Items Chargeable Event (the “Employer’s LiabilityEmployer NICs”). Without prejudice limitation to the foregoing, Participant Grantee agrees to execute the following a joint election with the CompanyCompany or the Employer, the form of such joint election being formally approved by HMRC (the “Joint Election”) ), and any other consent required consents or election required elections as provided to accomplish Grantee by the transfer of Company or the Employer’s Liability to Participant. 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 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. Participant 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’s Liability from him or her Employer NICs by any of the means set forth in Part A, Section 2 of this Exhibit B. If Participant does not enter into a Joint Election prior to the first vesting date 8 of the Restricted Stock Units or any other event giving rise to Tax-Related ItemsUnit Agreement, he or she will not be entitled to vest in the 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 or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Participant is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the Codeas 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, the Participant agrees to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units Award and any event giving rise to Tax-Related Items (the “Employer’s LiabilityNICs”). Without prejudice limitation to the foregoing, the Participant agrees to execute the following enter into a joint election with the Company, the form of such joint election being formally approved by HMRC Company (the “Joint Election”) ), the form of such Joint Election being formally approved by HMRC, and to execute any other consent consents or election elections required to accomplish the transfer of the Employer’s Liability NICs to Participantthe Employee. 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. 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. The Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability NICs from him or her by any of the means set forth in Part A, Section 2 paragraph 7 of this Exhibit B. the Agreement. If the Participant does not enter into a Joint Election prior to the first vesting date Election, if approval of the Restricted Stock Units Joint Election has been withdrawn by HMRC or any other event giving rise to Tax-Related Itemsif 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 Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units unless its sole discretion and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or or the Employer; provided, howevermay choose not to issue or deliver any shares to the Employee upon vesting of the RSUs. (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, that this provision shall not apply if Participant is to 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. taxpayer 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 Agreement. Otherwise, the grant of RSUs and the application rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) 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 descent and distribution as provided in paragraph 6. The terms of the Plan and this Agreement shall be binding upon the executors, administrations, heirs, successors, transferees and assigns of the Participant. Except as provided herein, upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this provision would cause the Restricted Stock Units to fail to qualify under an exemption fromgrant, or comply withany right or privilege conferred hereby, Section 409A of or upon any attempted sale under any execution, attachment or similar process, this grant and the Coderights and privileges conferred hereby immediately will become null and void.
Appears in 1 contract
Samples: Global Stock Option Agreement (Servicesource International, Inc.)
Joint Election. As a condition of participation in the Plan, Participant agrees you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units RSUs and any event giving rise to Tax-Related Items (the “Employer’s Liability”). Without prejudice to the foregoing, Participant agrees you agree to execute the following joint election with the Company, the form of such joint election being formally approved by HMRC (the “Joint Election”) and any other consent or election required to accomplish the transfer of the Employer’s Liability to Participantyou. Participant understands You understand that the Joint Election applies to any Restricted Stock Units RSUs granted to him or her you under the Plan after the execution of the Joint Election. Participant 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. Participant You further agrees agree that the Company and/or the Employer may collect the Employer’s Liability from him or her you by any of the means set forth in Part A, Section 2 5 of this Exhibit B. the Award Agreement. If Participant does you do not enter into a Joint Election prior to the first vesting date of the Restricted Stock Units RSUs or any other event giving rise to Tax-Related Items, he or she you will not be entitled to vest in the Restricted Stock Units RSUs or receive any benefit in connection with the Restricted Stock Units RSUs unless and until he or she enters you enter into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units RSUs will be issued to Participant you under the Plan, without any liability to the Company and/or the Employer; provided, however, . • You agree that this provision shall not apply if Participant is a U.S. taxpayer and any Employer’s Liability that may arise in connection with or pursuant to the application vesting of this provision would cause the Restricted Stock Units (or any restricted stock units granted to fail to qualify you under an exemption from, the Plan) or comply with, Section 409A the acquisition of shares of the Code.Company or other taxable events in connection with the Restricted Stock Units (or any other restricted stock units 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 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 online procedure, the Company or Participant’s employer may still require you to sign a paper copy of the Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. for your records.1
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (WHITEWAVE FOODS Co)
Joint Election. As a condition of participation in the Plan, Participant agrees you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer any of its Subsidiaries in connection with the Restricted Stock Units and any event giving rise to Tax-Related Items federal, state, local or foreign taxes of any kind (the “Employer’s LiabilityNICs”). Without prejudice limitation to the foregoing, Participant agrees you agree to execute the following enter into a joint election with the Company, the form of such joint election being formally approved by HMRC Company (the “Joint Election”) ), the form of such Joint Election being formally approved by HMRC, and to execute any other consent consents or election elections required to accomplish the transfer of the Employer’s Liability NICs to Participantyou. 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 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. Participant You further agrees agree that the Company and/or the Employer its Subsidiaries may collect the Employer’s Liability NICs from him or her you by any of the means set forth in Part ASection 7 of the Restricted Stock Unit Award Terms and Conditions or Section 9.1 of the Plan. (Joint Election Form below) As a condition of participation in the ServiceSource International, Section 2 of this Exhibit B. If Participant does not Inc. 2020 Equity Incentive Plan (the “Plan”) and the Restricted Stock Units that have been granted to you by ServiceSource International, Inc. (the “Company”), you are required to enter into a Joint Election prior joint election to transfer to you any liability for employer national insurance contributions (the first vesting date “Employer NICs”) that may arise in connection with the grant of the Restricted Stock Units or in connection with future restricted stock units granted to you by the Company under the Plan (the “Joint Election”). • you agree that any other event giving rise liability for Employer’s NICs that may arise in connection with or pursuant to Tax-Related Items, he or she will not be entitled to vest in the vesting of the Restricted Stock Units (and the acquisition of Shares) or receive any benefit other taxable events in connection with the Restricted Stock Units unless will be transferred to you; and until he or she enters into a Joint Election, and no Shares or other benefit pursuant • you authorize the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company Agreement and/or the Employer; provided, however, that this provision shall not apply if Participant Joint Election. This Election is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the Code.between:
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Servicesource International, Inc.)
Joint Election. As a condition of the Awardee’s participation in the Plan, Participant the Awardee agrees to accept any liability for secondary Class 1 NICs National Insurance contributions which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units Option and any event giving rise to Tax-Related Items (the “Employer’s Liability”). Without prejudice to the foregoing, Participant the Awardee agrees to execute the following a joint election with the CompanyCompany or the Employer, the form of such joint election being formally approved by HMRC (the “Joint Election”) ), and any other consent or election required to accomplish the transfer of the Employer’s Liability to Participantthe Awardee. Participant The Awardee understands that the Joint Election applies to any Restricted Stock Units Option granted to him or her under the Plan after the execution of the Joint Election. Participant The Awardee 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. Participant The Awardee further agrees that the Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Part A, Section 2 10 of this Exhibit B. the Award Agreement. If Participant the Awardee does not enter into a Joint Election prior to the first vesting date exercise of the Restricted Stock Units Option or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in exercise the Restricted Stock Units Option or receive any benefit in connection with the Restricted Stock Units Option unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units Option will be issued to Participant Awardee under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Participant is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the Code. There are currently no country-specific provisions.
Appears in 1 contract
Samples: Global Stock Option Award Agreement (Keysight Technologies, Inc.)
Joint Election. The Company reserves the right to transfer Secondary Class 1 NICs to Participant. As a condition of participation participating in the Plan, Participant acknowledges and agrees to accept any liability that Participant may be liable for secondary the Secondary Class 1 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 Restricted Stock Units and any event giving rise that liability for the Secondary Class 1 NICs payments may be transferred to Tax-Related Items (the “Employer’s Liability”). Without prejudice Participant to the foregoingfullest extent permitted by law. If the Company chooses to transfer the Secondary Class 1 NICs, and without limitation to the above, Participant agrees to execute the following joint election with the Companymake an election, in the form of specified and/or approved for such joint election being formally approved 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 any other consent or election required to accomplish the transfer of the Employer’s Liability to Participant. 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 Participant and any successor to the Company and/or the Employer. Participant further agrees that hereby authorizes the Company and/or and the Employer may collect the Employer’s Liability from him or her to withhold such Secondary Class 1 NICs by any of the means set forth in Part ASection 7 of the Agreement if and when such Secondary Class 1 NICs are transferred to Participant. Further, Section 2 of this Exhibit B. If if the Company chooses to transfer the Secondary Class 1 NICs payments and Participant does not enter into a Joint Election prior to make an Election, or the first vesting date approval of the Restricted Election is been withdrawn by HMRC, or the Election is jointly revoked by Participant and the Company or the Employer, as applicable, then these Stock Units or any other event giving rise to Tax-Related Itemsshall, he or she will not be entitled to vest in at the Restricted Stock Units or receive any benefit in connection with discretion of the Restricted Stock Units unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the PlanCompany, without any liability to the Company and/or or the Employer; provided, however, that this provision shall not apply if Participant is a U.S. taxpayer cease vesting and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the Code.become null and void. 6728180-v4\GESDMS – May 2021 26
Appears in 1 contract
Joint Election. As a condition of participation in the PlanPlan and the exercise of the Option, Participant agrees to accept any liability for secondary Class 1 NICs which national insurance contributions that may be payable by the Company and/or the Employer in connection with the Restricted Stock Units Option and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Participant agrees to execute the following a joint election with the Company, the form of such joint election being formally approved by HMRC Her Majesty's Revenue & Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability to Participant. 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 Electionelection. 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. Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her by any of the means set forth in Part A, Section 2 “Responsibility for Taxes” section of this Exhibit B. the Terms and Conditions of Stock Option Grant. If Participant does not enter into a Joint Election prior to the first vesting date exercise of the Restricted Stock Units or any other event giving rise to Tax-Related ItemsOption, he or she will not be entitled to vest in exercise the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units Option unless and until he or she enters into a Joint Election, Election and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or the Employer; provided. This section supplements the “Responsibility for Taxes” section of the Terms and Conditions of Stock Option Grant. If payment or withholding of the Tax-Related Items (including the Employer NICs) is not made within ninety (90) days of the event giving rise to the Tax-Related Items or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), howeverthe amount of any uncollected Tax-Related Items shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that this provision the loan will bear interest at the then-current official rate of HMRC, it shall not apply be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in the “Responsibility for Taxes” section of the Terms and Conditions of Stock Option Grant. Notwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. taxpayer Securities and Exchange Act of 1934, as amended), he or she shall not be eligible for a loan from the Company to cover the Tax-Related Items. In the event that Participant is a director or executive officer and Tax-Related Items are not collected from or paid by him or her by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to Participant on which additional income tax and NICs (including the Employer NICs) will be payable. Participant will be responsible for reporting any income tax and NICs (including the Employer NICs) due on this additional benefit directly to HMRC under the self-assessment regime. GESDMS/6544036.12 In addition, the Participant agrees that the Company and/or the Employer may calculate the Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Participant may have to recover any overpayment from the relevant tax authorities. GESDMS/6544036.12 Fortinet, Inc. 0000 Xxxxx Xxxx, Sunnyvale, CA 94086 Attention: Stock Administration Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of Fortinet, Inc. (the “Company”) under and pursuant to the 2009 Equity Incentive Plan (the “Plan”) and the application of this provision would cause Stock Option Award Agreement dated ________ (the Restricted Stock Units to fail to qualify under an exemption from“Award Agreement”). The purchase price for the Shares will be $_____________, or comply with, Section 409A of as required by the CodeAward Agreement.
Appears in 1 contract
Joint Election. As a condition of participation in the PlanPlan and the vesting of the Performance Stock Units, Participant agrees you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the Restricted Performance Stock Units and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Participant agrees you agree to execute the following a joint election with the Company, the form of such joint election being having been approved formally approved by HMRC Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability Employer NICs to Participantyou. 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 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. Participant You further agrees agree that the Company and/or or the Employer may collect the Employer’s Liability Employer NICs from him or her you by any of the means set forth in Part A, Section 2 the “Tax Obligations” section of this Exhibit B. the Award Agreement. If Participant does you do not enter into a Joint Election prior to the first vesting date of the Restricted Performance Stock Units or any other event giving rise to Tax-Related ItemsItems or if approval of the joint election has been withdrawn by HMRC, he or she you will not be entitled to vest in the Restricted Performance Stock Units or receive any benefit in connection with the Restricted Performance Stock Units unless and until he or she enters you enter into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units will be issued or delivered to Participant you under the Plan, without any liability to the Company or the Employer. • You agree that any Employer’s Liability that may arise in connection with or pursuant to 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; providedEmployer to recover an amount sufficient to cover this liability by any of the means set forth in the Award Agreement and/or the Joint Election. • You acknowledges that even if you have electronically entered into the Joint Election by accepting the Award Agreement through the Company’s online acceptance procedures, however, that this provision shall not apply if Participant is the Company or the Employer may still require you to sign a U.S. taxpayer and the application paper copy of this provision would cause Joint Election (or a substantially similar form) if the Restricted Stock Units Company determines such is necessary to fail give effect to qualify under an exemption from, or comply with, Section 409A of the Code.Joint Election. 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 PlanPlan and the exercise of the Option, Participant agrees to accept any liability for secondary Class 1 NICs national insurance contributions which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units Option and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Participant agrees to execute the following a joint election with the Company, the form of such joint election being formally approved by HMRC Her Majesty’s Revenue & Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability Employer NICs to Participant. Participant understands that the Joint Election applies to any Restricted Stock Units option 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. Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her by any of the means set forth in Part ASection F of the Award Agreement, Section 2 of as supplemented by this Exhibit B. A. If Participant does not enter into a Joint Election prior to the first vesting date exercise of the Restricted Stock Units or any other event giving rise to Tax-Related ItemsOption, he or she will not be entitled to vest in exercise the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units Option unless and until he or she enters into a Joint Election, Election and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or the Employer; provided. This section supplements Section F of the Award Agreement. If payment or withholding of the income tax due is not made within ninety (90) days of the event giving rise to the liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), howeverthe amount of any uncollected income tax shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that this provision the loan will bear interest at the then-current official rate of HMRC, it shall not apply be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section F 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 U.S. taxpayer Securities and Exchange Act of 1934, as amended), he or she shall not be eligible for a loan from the Company to cover the income tax due. In the event that Participant is a director or executive officer and the application income tax due is not collected from or paid by him or her by the Due Date, the amount of any uncollected income tax will constitute a benefit to Participant on which additional income tax and NICs will be payable. Participant will be responsible for reporting any income tax and NICs due on this provision would cause additional benefit directly to HMRC under the Restricted self-assessment regime. In addition, the Participant agrees that the Company and/or the Employer may calculate the Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Participant may have to recover any overpayment from the relevant tax authorities. Aruba Networks, Inc. 0000 Xxxxxxxx Xxx. Sunnyvale, CA 94089-1113 Attention: Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the Code.Plan Administration
Appears in 1 contract
Samples: Stock Option Award Agreement (Aruba Networks, Inc.)
Joint Election. As a condition of participation in the Planexercise of the Option, 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 exercise of the Option or otherwise payable with respect to a benefit derived in connection with the Restricted Stock Units and any event giving rise to Tax-Related Items (the “Employer’s Liability”)Option. Without prejudice limitation to the foregoing, the Participant agrees to execute the following a joint election with between the Company, Company and/or the form of such joint election being formally approved by HMRC Employer and the Participant (the “Joint Election”) ), the form of such Joint Election being formally approved by HMRC, and any other consent or election required to accomplish the transfer of the Employer’s Liability Employer NICs to the Participant. 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. 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 its Affiliates. If the Employer. Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Part A, Section 2 of this Exhibit B. If Participant does not enter into a Joint Election prior to the first vesting date exercise of the Restricted Stock Units or Option, any other event giving rise to Tax-Related Items, he or she will not purported exercise of the Option shall be entitled to vest in the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units unless null and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, void without any liability to the Company and/or its Affiliates. The Participant further agrees that the Employer; providedCompany and/or its Affiliates may collect the Employer NICs from the Participant by any of the means set forth in Section 4.10 of the Plan. Section 431 Election Each Participant who is, howeverat the date he or she acquires Ordinary Shares pursuant to the Option, resident in the United Kingdom for United Kingdom tax purposes hereby undertakes that he or she will enter into such election with his or her employing company under Section 43191) of the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 as the employing company may require, no later than 14 days after such subscription or acquisition. Data Privacy Notice and Consent This provision supplements Section 12 of the Agreement: By participating in the Plan, each Participant acknowledges and agrees to the holding of information about him or her by the Company and any Affiliate and he or she authorizes the Company and each Affiliate and their agents and advisers to use such information for the purposes of the Plan. By participating in the Plan, the Participant further acknowledges and agrees, further to the consent to the transfer of personal data contained in Section 12 of the Agreement, that this provision personal data may be transmitted to third parties outside of the European Economic Area in the course of the implementation, administration and management of the Plan by agents of the Company or any Affiliate wherever located. Participation in Plan and Employment No individual shall have any claim against the Company or any Affiliate arising out of his or her not being admitted to participation in the Plan which (for the avoidance of all, if any, doubt) is entirely at the discretion of the Board. The Plan shall not apply if Participant is a U.S. taxpayer form part of any contract of employment or contract for services between the Company or any Affiliate and any individual and the application rights and obligations of this provision would cause any individual under the Restricted Stock Units terms of his or her office or employment with the Company or any Affiliate shall not be affected by his or her participation in the Plan. Participation in the Plan shall be on the express condition that ceasing to fail to qualify under an exemption from, participate in the Plan and/or the loss of subsisting Options (or comply with, Section 409A parts thereof) for any reason in accordance with the terms of the Code.Plan shall not afford any individual rights to compensation or damages under the terms of his or her office or employment with the Company or any Affiliate or otherwise by reason of his or her Employment. No Participant shall be entitled to claim compensation or damages from the Company or any Affiliate in respect of any diminution or extinction of his or her rights or benefits (actual or potential) pursuant to any Option granted to him or her as a result of the exercise or failure to exercise any discretion vested in the Board under the Plan to the advantage or fullest advantage of the Participant. The Company and each Affiliate shall be entirely free to conduct its affairs as it sees fit without regard to any consequences under, upon or in relation to the Plan or any Option or Participant. Neither the grant of the Option nor any benefit pursuant to the Option shall form part of an individual’s pensionable remuneration for the purposes of any pension plan or similar arrangement which may be operated by the Company or any Affiliate. UNITED STATES
Appears in 1 contract
Samples: Employment Agreement