National Insurance Contributions. The Company may require, as a condition of the exercise of the Option, that Participant shall, to the extent applicable:
a. agree to reimburse the Company in whole or in part for any employer’s secondary national insurance contributions arising on the exercise of the Option; or
b. enter into an election with the Company to assume in whole or part the liability for any secondary Class 1 national insurance contributions, payable on the exercise of the Option, including an election under paragraph 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992; or
c. agree to pay the employer’s national insurance contributions, social security contributions, and other levies and taxes arising on the exercise of the Option to the extent permitted by law, in any other jurisdiction.
National Insurance Contributions. No stock shall be allotted or transferred to the Optionee by the Company until the UK Subsidiary has received an amount in cash equal to the amount of the Secondary NIC for which the Optionee is liable under the terms of the Election (the “NIC Amount”). The Optionee shall by completing the Election grant to the UK Subsidiary (as employer or former employer of the Optionee) the irrevocable authority, as agent of the Optionee and on his behalf, to appoint an Independent Transfer Agent to act as agent of the Optionee and on his behalf to sell or procure the sale of sufficient of the Option Shares acquired on the exercise, assignment or release of the Option and remit the net sale proceeds to the UK Subsidiary so that the net proceeds payable to the UK Subsidiary are so far as possible equal to but not less than the NIC Amount and the UK Subsidiary shall account to the Optionee for any balance. In this paragraph 4(c), “Independent Transfer Agent” means any person (other than the Company or any company affiliated with the Company or any individual affiliated with any such company) who is registered as a broker-dealer with the U.S. Securities and Exchange Commission and who is thereby able to sell and transfer shares in the Company on behalf of the Optionee.
National Insurance Contributions. The Company may require, as a condition of the settlement of the RSU Award, that Grantee shall, to the extent applicable:
a. agree to reimburse the Company in whole or in part for any employer’s secondary national insurance contributions arising in connection with the RSU Award; or
b. enter into an election with the Company to assume in whole or part the liability for any secondary Class 1 national insurance contributions, payable in connection with the RSU Award, including an election under paragraph 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992; or
c. agree to pay the employer’s national insurance contributions, social security contributions, and other levies and taxes arising in connection with the RSU Award to the extent permitted by law, in any other jurisdiction.
National Insurance Contributions. As a condition to the vesting of the Profit Interests Units, the Participant agrees to accept any liability for any secondary Class 1 NICs that may be payable by the Partnership and/or the Employer with respect to the Due Date. The Participant further agrees that the Partnership and/or the Employer may collect the secondary Class 1 NICs by any of the means set out in Section 2 of this Appendix A. Finally, the Participant agrees to execute a joint election with the Partnership and/or the Employer, and any other consents or elections required to accomplish the above; if the Participant fails to do so, the Profit Interests Units shall become null and void without liability to the Partnership, the Employer and/or any Affiliate of the Partnership and the Participant will not be permitted to vest in the Profit Interests Units.
National Insurance Contributions. As a term of receiving the grant of RSUs, the Participant agrees to accept any liability for all secondary Class 1 NICs which may be payable by the Company and/or the Company’s Affiliate employing or retaining the Participant in connection with the RSUs and any event giving rise to Tax-Related Items (the “Employer’s NICs”). Without limitation to the foregoing, the Participant agrees to enter into a joint election with the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the entirety of Employer’s NICs to the employee. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company and/or the Company’s Affiliate employing or retaining the Participant. The Participant further agrees that the Company and/or the Company’s Affiliate employing or retaining the Participant may collect the Employer’s NICs from him or her by any of the means set forth in this Addendum A or in Section 12.11 of the Plan and Section 12 of the Terms and Conditions. If the Participant does not enter into a Joint Election, if approval of the Joint Election has been withdrawn by HMRC or if such Joint Election is jointly revoked by the Participant and the Company’s Affiliate employing or retaining the Participant, as applicable, the Company, in its sole discretion and without any liability to the Company or the Company’s Affiliate employing or retaining the Participant, may choose not to issue or deliver any Shares to the employee upon vesting of the RSUs. For the avoidance of doubt, this requirement will apply to all the Participants that work in the UK during any period from grant through the Vesting Date regardless of whether the Participant was in the UK at the time of grant.
National Insurance Contributions. As a condition to exercising the Option, the Optionee acknowledges and agrees that the Optionee shall be liable for the Secondary Class 1 NICs which may be payable by the Company or the Employer (or by any successor to the Company or the Employer) with respect to the acquisition of Shares pursuant to the Option, the assignment or release of the Option for consideration, or the receipt of any other benefit in connection with the Option and that liability for the Secondary Class 1 NICs payments shall be transferred to the Optionee to the fullest extent permitted by law. To accomplish the foregoing, the Optionee 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 such gains shall be transferred to the Optionee (the “Election”). The Optionee further agrees to execute such other elections as may be required between the Optionee and any successor to the Company and/or the Employer. The Optionee hereby authorizes the Company and the Employer to withhold such Secondary Class 1 NICs by any of the means set forth in Paragraph 9 of the Option Agreement. If the Optionee does not make an Election, this Option shall, without any liability to the Company or the Employer, not be exercisable.
National Insurance Contributions. By acceptance of these Options, you agree to indemnify the Company and its subsidiaries for any employer's Class 1 national insurance contributions due on the exercise or other disposition of the Options. We are excited to give you this opportunity to share in our future success. Please indicate your acceptance of this option grant and the terms of the Plan by signing and returning a copy of this letter. Sincerely, BAUBLE HOLDINGS CORP. By: /s/ Lance Milken ------------------------- Name: Lance Milken Title: Xxxxetary Agreed to and Accepted by: /s/ Marx Xxxth ----------------------------- Mark Smith Exhibit C BAUBLE HOLDINGS CORP. c/o Apollo Management VI, L.P. 10250 Constellation Boulevard Suixx 0000 Xxx Xxxxxxx, XX 00000 Xxx 00, 0000 Xxxx Xxxxx 00 Xxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxx X05 3RA Re: Award xx Xxxxxx Xxxx Xxxx: This will evidence our agreement, effective on May 29, 2000 (the "Effective Date"), relating to the award from Bauble Holdings Corp., a Delaware corporation (the "Company"), of 162,500 shares of the Company's common stock (the "Common Stock") on the terms and conditions set forth in this letter agreement (the "Letter Agreement"). Of the 162,500 shares of Common Stock so awarded, 112,500 are hereinafter referred to as the "Investment Shares" and 50,000 are hereinafter referred to as the "Incentive Shares", and collectively are referred to as the "Shares". Capitalized terms used below and not otherwise defined in the text shall have the meaning set forth in paragraph 7.
National Insurance Contributions. This Option is granted on the -------------------------------- condition that Optionee agrees to indemnify the Company in full in respect of any liability of the Company to account for any amount of income tax or primary (employees') national insurance contributions arising in respect of the exercise of the stock options and that the Company will within 30 days of any exercise pay to the Company the full amount due in respect of this indemnity. By signing this Agreement Optionee agree(s) to indemnify the Company against this liability. The Optionee indemnity will not cover any liability of the Company's sole responsibility; provided however that in the event that English law is changed so that it becomes possible for an employer and an employee to agree that the employee shall bear the national insurance contribution which would otherwise fall on the employer on the exercise by the employee of any option hereunder, Optionee agrees that Optionee will enter into and/or sign any acknowledges and agrees that Optionee will bear the secondary national insurance contribution which would otherwise fall on the Company. In order to affect the above, the Optionee will make such election and/or execute such further documentation as the Company may require.
National Insurance Contributions. You acknowledge that you have previously entered into a Joint Election to assume full liability for the employer’s secondary Class 1 National Insurance Contributions that will or may arise on the sale, assignment, release or cancellation of your RSUs, pursuant to section 4(4)(a) of the Social Security Contributions and Benefits Xxx 0000.
National Insurance Contributions. As a condition to the vesting of the Restricted Stock Units, Grantee agrees to accept any liability for any secondary Class 1 NICs that may be payable by the Company and/or the Employer with respect to the Due Date. Grantee further agrees that the Company and/or the Employer may collect the secondary Class 1 NICs by any of the means set out in Paragraph 2(f) above. Finally, Grantee agrees to execute a joint election with the Company and/or the Employer, and any other consents or elections required to accomplish the above; if Grantee fails to do so, the Restricted Stock Units shall become null and void without liability to the Company, the local Employer and/or any Subsidiary (or Affiliate) of the Company and Grantee will not be permitted to vest in the Restricted Stock Units.
