Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 7 contracts
Samples: Incentive Stock Option Agreement (Adc Telecommunications Inc), Incentive Stock Option Agreement (Adc Telecommunications Inc), Incentive Stock Option Agreement (Adc Telecommunications Inc)
Responsibility for Taxes. Regardless of any action taken by the Company or Optioneethe Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related withholding (the “Tax-Related Items”), Optionee the Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Awardee is and remains Optioneethe Awardee’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOption, including the grant, vesting or exercise of the Option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optioneethe Awardee’s liability for Tax-Related Items. Without limiting Prior to the foregoingrelevant taxable event, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee Awardee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee the Awardee authorizes the Company and/or the Employer Employer, at their sole discretion to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Optionee one or a combination of the following: (1) withholding from Optioneethe Awardee’s wages or other cash compensation paid to Optionee the Awardee by the Company and/or the Employer or Employer; (2) withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the shares. Alternatively, or in addition, if permissible under local law, the Company may Option; (i3) sell or arrange arranging for the sale of shares that Optionee acquires of Common Stock acquired upon exercise of the Option (on the Awardee’s behalf and at the Awardee’s discretion pursuant to meet the this authorization); or (4) withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesshares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for the Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, the Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Option. Finally, Optionee shall the Awardee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optioneethe Awardee’s participation in the Plan or Optioneethe Awardee’s purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Optionee the Awardee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 6 contracts
Samples: Stock Option Award Agreement (Agilent Technologies Inc), Stock Option Award Agreement (Agilent Technologies Inc), Stock Option Award Agreement (Agilent Technologies Inc)
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 6 contracts
Samples: Nonqualified Stock Option Agreement (Adc Telecommunications Inc), Nonqualified Stock Option Agreement (Adc Telecommunications Inc), Nonqualified Stock Option Agreement (Adc Telecommunications Inc)
Responsibility for Taxes. Regardless of any action taken by the Company Micro or OptioneeAwardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related withholding (“Tax-Related Items”), Optionee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains OptioneeAwardee’s responsibility and that the Company Micro and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantRestricted Stock Unit Award, including the grant, grant and vesting or exercise of the OptionRestricted Stock Unit Award, the subsequent sale of shares of Common Stock acquired pursuant to such exercise the Restricted Stock Unit Award and the receipt of any dividendsdividends or other distributions, if any; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option Restricted Stock Award to reduce or eliminate OptioneeAwardee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optiona taxable event, Optionee Awardee shall pay or make adequate arrangements satisfactory to the Company Micro and/or the Employer to satisfy all withholding and payment on account obligations of the Company Micro and/or the Employer. In this regard, Optionee Awardee authorizes the Company Micro and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee Awardee from OptioneeAwardee’s wages or other cash compensation paid to Optionee Awardee by the Company Micro and/or the Employer or from proceeds of the sale of the sharesshares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company Micro may (i1) sell or arrange for the sale of shares of Common Stock that Optionee Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in sharesshares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Optionee Awardee shall pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of OptioneeAwardee’s participation in the Plan or OptioneeAwardee’s purchase acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Optionee Awardee fails to comply with his or her Awardee’s obligations in connection with the Tax-Related Items as described in this section.
Appears in 5 contracts
Samples: Restricted Stock Unit Award Agreement (Ingram Micro Inc), Restricted Stock Unit Award Agreement (Ingram Micro Inc), Restricted Stock Unit Award Agreement (Ingram Micro Inc)
Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or Optioneeor, if different, Participant’s employer or any Parent or Subsidiary to which Participant is providing services (together, the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related ItemsService Recipients”), Optionee acknowledges that the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all Taxfederal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-Related Items related items related to Participant’s participation in the Plan and legally applicable to Participant, (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains OptioneeParticipant’s sole responsibility and may exceed the amount actually withheld by the applicable Service Recipient(s). Participant further acknowledges that the Company and/or the Employer no Service Recipient (iA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the Option grantOption, including including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividends; dividends or other distributions, and (iiB) do not commit makes any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate OptioneeParticipant’s liability for Tax-Related ItemsTax Obligations or achieve any particular tax result. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in additionFurther, if permissible under local lawParticipant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Itemsas applicable, and/or (ii) withhold in shares, provided Participant acknowledges that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finallyapplicable Service Recipient(s) (or former employer, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer as applicable) may be required to withhold or account for Withholding Obligations (as a result defined below) in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of Optionee’s participation in any required Tax Obligations hereunder at the Plan or Optionee’s purchase time of shares the applicable taxable event, Participant acknowledges and agrees that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionShares.
Appears in 4 contracts
Samples: Stock Option Agreement (La Rosa Holdings Corp.), Stock Option Agreement (Solid Power, Inc.), Stock Option Agreement (BlackSky Technology Inc.)
Responsibility for Taxes. Regardless a. Irrespective of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or , the Optionee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), is and remains the responsibility of the Optionee or the Optionee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Optionee acknowledges and understands that the ultimate liability for all requirements with respect to the Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations may change from time to time as applicable laws or undertakings regarding the treatment of interpretations change.
b. Prior to any Tax-Related Items in connection with any aspect of the Option grantrelevant taxable or tax withholding event, including the grant, vesting or exercise of the Optionas applicable, the subsequent sale of shares acquired pursuant Optionee agrees to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, the Optionee authorizes the Company and/or Company, the Employer Employer, and their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable withholding obligations by Optionee one or a combination of the following:
i. withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer Employer, or any other payment of any kind otherwise due to the Optionee by the Company and/or the Employer; or
ii. withholding from proceeds of the sale of shares of Stock acquired upon exercise of the sharesOption, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or
iii. Alternativelyretention of or withholding in shares of Stock to be issued upon exercise of the Option having a Fair Market Value that is sufficient to satisfy the Tax-Related Items. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, or including maximum applicable rates.
c. Notwithstanding the foregoing in additionSection 10(b) of the Agreement, if permissible under local lawthe Optionee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company may (i) sell will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or arrange for the sale of shares that Optionee acquires to meet has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 10(b)(i) and (ii) above.
d. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Stock, and/or (ii) withhold in sharesfor tax purposes, provided that the Company only withholds Optionee is deemed to have been issued the full amount of shares necessary Stock subject to satisfy the minimum withholding amount. FinallyOption, notwithstanding that an amount of Stock was retained solely for the purpose of paying the Tax-Related Items.
e. In addition, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items.
f. The Optionee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Stock upon exercise of the Option, the subsequent sale of Stock acquired pursuant to such exercise and the receipt of any dividends and/or dividend equivalents following the issuance of Stock upon the exercise of the Option; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as described applicable) may be required to withhold or account for Tax-Related Items in this sectionmore than one jurisdiction.
Appears in 3 contracts
Samples: Stock Option Agreement (Sysco Corp), Stock Option Agreement (Sysco Corp), Stock Option Agreement (Sysco Corp)
Responsibility for Taxes. Regardless of any action taken by the Company or the Optionee’s employer (the “Employer”) takes with respect to any or and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the Optionee’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares Common Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, the Optionee shall will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Optionee from Optionee’s his or her wages or other cash compensation paid to the Optionee by the Company and/or the Employer or from proceeds of the sale of the sharesCommon Shares. Alternatively, or in addition, if permissible under local law, the Company may (i1) sell or arrange for the sale of shares Common Shares that the Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in sharesCommon Shares, provided that the Company only withholds the amount of shares Common Shares necessary to satisfy the minimum withholding amount. The Optionee acknowledges and agrees that the amount withheld for Tax-Related Items may exceed the actual amount of Tax-Related Items due by the Optionee and that, in such event, any excess amount withheld by the Company will be paid to the Optionee within a reasonable time period and without interest. Finally, the Optionee shall will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of shares Common Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares Common Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionParagraph 6.
Appears in 3 contracts
Samples: Stock Option Agreement (Herbalife Ltd.), Stock Option Agreement (Herbalife Ltd.), Stock Option Agreement (Herbalife Ltd.)
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s the employer (the “Employer”) takes with respect to any or all income tax, social insuranceNICs, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee Option Holder acknowledges that the ultimate liability for all Tax-Related Items legally due by Option Holder is and remains OptioneeOption Holder’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOption, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optioneethe Option Holder’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee Option Holder shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee Option Holder authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee Option Holder from OptioneeOption Holder’s wages or other cash compensation paid to Optionee Option Holder by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i1) sell or arrange for the sale of shares that Optionee Option Holder acquires to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee Option Holder shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of OptioneeOption Holder’s participation in the Sub Plan or OptioneeOption Holder’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee Option Holder fails to comply with his or her Option Holder’s obligations in connection with the Tax-Related Items as described in this section. Option Xxxxxx agrees and authorizes that any withholding, deduction or payment indicated above must occur within 90 days after the exercise, assignment or release of the Option or the receipt of a benefit in money or money’s worth in connection with the Option (the “Due Date”). In the event that the Company and/or the Employer are unable to withhold or collect any income tax, NICs or other withholding due by the Due Date, Option Holder agrees that the amount of uncollected tax shall constitute a loan owed by Option Holder to the Company and/or the Employer and interest will be charged at the Inland Revenue official rate of interest. Option Xxxxxx further agrees that the loan will be immediately repayable and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. Option Xxxxxx also authorizes the Company to withhold the transfer of any shares unless and until the loan is repaid in full.
Appears in 2 contracts
Samples: Stock Option Agreement, Stock Option Agreement (Netiq Corp)
Responsibility for Taxes. Regardless of any action taken by Ashland, or any of its Affiliates, including the Company or Optionee’s employer (the “Employer”) , takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to the Award (“Tax-Related Items”), Optionee the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains Optioneethe Participant’s responsibility and that Ashland and its Affiliates, including the Company and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantAward, including the grant, vesting or exercise grant of the OptionRSEs, the subsequent sale vesting of shares acquired pursuant to such exercise the RSEs and the receipt any payments in settlement of any dividends; vested RSEs, and (iib) do not commit to structure the terms of the grant or any aspect of the Option RSEs to reduce or eliminate Optioneethe Participant’s liability for Tax-Related Items. Without limiting Prior to the foregoing, delivery of any cash payment upon the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 vesting of the Internal Revenue CodeParticipant’s RSEs, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status Participant’s country of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company residence (and/or the Employer to satisfy all withholding and payment on account obligations country of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in additionemployment, if permissible under local law, the Company may (idifferent) sell or arrange for the sale requires withholding of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) the Employer shall withhold in sharesa portion of the cash payment sufficient to pay the Tax-Related Items required to be withheld. Alternatively, provided that the Company only withholds Employer may withhold the amount of shares necessary Tax-Related Items required to satisfy be withheld from the minimum withholding amount. Finally, Optionee shall pay Participant’s regular salary/wages or any other amounts payable to the Company Participant. In the event the withholding requirements are not satisfied through the withholding from the cash payment attributable to the vested RSEs or through the Participant’s regular salary and/or wages or any other amounts payable to the Participant, no payment will be issued to the Participant (or the Employer Participant’s estate) upon the vesting of the RSE unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any amount of Tax-Related Items that the Company Employer determines, in its sole discretion, must be withheld or collected with respect to such RSEs. If the Participant relocates to another jurisdiction during the lifetime of the RSEs, the Participant shall be responsible for notifying Ashland of such relocation and shall be responsible for compliance with all applicable tax requirements. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges and agrees that the Employer and/or other Affiliates may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the account for Tax-Related Items in more than one jurisdiction. By accepting this Award, the Participant expressly and explicitly consents to the withholding methods as described in this sectionprovided for hereunder. All other Tax-Related Items related to the RSEs shall be the Participant’s sole responsibility.
Appears in 2 contracts
Samples: Restricted Stock Equivalent Award Agreement (Ashland Global Holdings Inc), Restricted Stock Equivalent Award Agreement (Ashland Inc.)
Responsibility for Taxes. Regardless (a) Participant shall be solely responsible for the payment and withholding of any action taken by the Company or Optionee’s employer all income, employment and other taxes attributable to Participant under this Agreement (the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee and Participant shall timely remit all taxes to the Internal Revenue Service and any other required governmental agencies. The Participant further acknowledges that and agrees that, during and after the ultimate liability for all Tax-Related Items is Participant’s termination of Service, Participant will indemnify, defend and remains Optionee’s responsibility and that hold the Company and/or harmless from all taxes, interest, penalties, fees, damages, liabilities, obligations, losses and expenses arising from a failure or alleged failure to make the required reports and payments for income taxes.
(b) Where the Company or the Employer is required by local laws in the Participant’s country of residence (ior country of employment, if different) make no representations to deduct or undertakings regarding the treatment of withhold any Tax-Related Items in connection with any aspect of Items, then prior to the Option grantrelevant taxable or taxable withholding event, including the grant, vesting or exercise of the Optionas applicable, the subsequent sale of shares acquired pursuant Participant agrees to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of such Tax-Related Items required to be withheld. In this regard, the Participant authorizes the Company and/or the Employer. In this regard, Optionee authorizes or their respective agents, at their discretion, to satisfy the Company and/or the Employer obligations with regard to withhold all applicable such Tax-Related Items legally payable required to be withheld by Optionee one or a combination of the following:
(i) withholding from Optioneethe Participant’s wages or other cash compensation compensation, if any, paid to Optionee the Participant by the Company and/or or the Employer or Employer;
(ii) withholding from the proceeds of from the sale of the shares. AlternativelyShares acquired upon vesting, either through a voluntary sale or in addition, if permissible under local law, through a mandatory sale arranged by the Company may (ion the Participant’s behalf pursuant to this authorization) sell including pursuant to a broker-assisted settlement;
(iii) having the Company withhold Shares that the Participant otherwise would have received upon vesting of the Restricted Stock Units; or
(iv) any other arrangement satisfactory to the Company or arrange for the sale Employer regarding payment of shares that Optionee acquires to meet the withholding obligation for such Tax-Related Items. Depending on the withholding method, and/or (ii) withhold in shares, provided that the Company only withholds or the amount of shares necessary to satisfy Employer may withhold or account for any such Tax-Related Items by considering applicable statutory withholding rates (as determined by the minimum Company or the Employer in good faith and in its sole discretion) or other applicable withholding amount. rates.
(c) Finally, Optionee shall where and to the extent that Section 4(b) is applicable, the Participant agrees to pay to the Company or the Employer any amount number of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optioneethe Participant’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company or the Employer may refuse to honor the exercise and vesting of the Restricted Stock Units, or refuse to deliver the shares Shares or the proceeds of the sale of Shares, if Optionee the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionrequired to be deducted or withheld by the Company or the Employer.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Ceridian HCM Holding Inc.), Restricted Stock Unit Award Agreement (Ceridian HCM Holding Inc.)
Responsibility for Taxes. Regardless of any action taken by the Company Corporation or Optionee’s employer (the “Employer”) Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Corporation or the Employer. Optionee further acknowledges that the Company Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantoption, including including, but not limited to, the grant, vesting or exercise of the Optionoption, the subsequent sale of shares of Option Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if Optionee has become subject to tax in more than one jurisdiction between the foregoingGrant Date and the date of any relevant taxable event, Optionee acknowledges that the Company specifically disclaims any representation Corporation and/or the Employer (or guarantee that this Option will qualify former employer, as an Incentive Stock Option under Section 422 of the Internal Revenue Code, applicable) may be required to withhold or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this OptionTax-Related Items in more than one jurisdiction. Prior to exercise of the Optionrelevant taxable or tax withholding event, as applicable, Optionee shall will pay or make adequate arrangements satisfactory to the Company Corporation and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, Optionee authorizes the Company Corporation and/or the Employer Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Optionee one or a combination of the following: (i) withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company Corporation and/or the Employer Employer; or (ii) withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the sharesOption either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Optionee’s behalf pursuant to this authorization); or (iii) withholding in shares of Common Stock to be issued at exercise of the Option. Alternatively, or in addition, if permissible under local lawTo avoid any negative accounting treatment, the Company Corporation may (i) sell withhold or arrange account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Common Stock, and/or (ii) withhold in sharesfor tax purposes, provided that Optionee is deemed to have been issued the Company only withholds the amount full number of shares necessary of Common Stock subject to satisfy the minimum withholding amountexercised Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee’s participation in the Plan. Finally, Optionee shall pay to the Company Corporation or the Employer any amount of Tax-Related Items that the Company Corporation or the Employer may be required to withhold or account for as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company Corporation may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock if Optionee fails to comply with his or her Optionee’s obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 2 contracts
Samples: Stock Option Agreement, Stock Option Agreement (Amyris Biotechnologies Inc)
Responsibility for Taxes. Regardless of any action taken by the Company or OptioneeGrantor and/or Participant’s employer (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains OptioneeParticipant’s responsibility and that the Company Grantor and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOption, including the grant, vesting or and exercise of the Option, the delivery of shares of Common Stock, the subsequent sale of any shares of Common Stock acquired pursuant to such at exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionrelevant taxable event, Optionee Participant shall pay or make adequate arrangements satisfactory to the Company Grantor and/or the Employer to satisfy all Tax-Related Items withholding and payment on account obligations of the Company Grantor and/or the Employer. In this regard, Optionee Participant authorizes the Company Grantor and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee Participant from Optionee’s any wages or other cash compensation paid to Optionee Participant by the Company Grantor and/or the Employer or from proceeds of the sale of the sharesEmployer. Alternatively, or in addition, if permissible under local lawParticipant authorizes the Grantor and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the Company may obligations with regard to all Tax-Related Items legally payable by Participant by one or a combination of the following: (i) sell or arrange for the sale withholding otherwise deliverable shares of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesCommon Stock, provided that the Company Grantor only withholds the amount of shares of Common Stock necessary to satisfy the minimum statutory withholding amount; and (ii) arranging for the sale of shares of Common Stock otherwise deliverable to Participant (on Participant’s behalf and at Participant’s direction pursuant to this authorization) and withholding from the proceeds of the sale of shares. FinallyIf the obligation for Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Optionee Participant is deemed to have been issued the full number of shares of Common Stock subject to the Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. Participant shall pay to the Company or Grantor and/or the Employer any amount of Tax-Related Items that the Company or Grantor and/or the Employer may be required to withhold as a result of OptioneeParticipant’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company Grantor may refuse to honor the exercise and refuse deliver to deliver the Participant any shares of Common Stock pursuant to Participant’s Option if Optionee Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items as described in this section.
Appears in 2 contracts
Samples: Stock Option Grant Agreement, Stock Option Grant Agreement (WABCO Holdings Inc.)
Responsibility for Taxes. Regardless of any action taken by the Company or OptioneeGrantor and/or Participant’s employer (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains OptioneeParticipant’s responsibility and that the Company Grantor and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOption, including the grant, vesting or and exercise of the Option, the delivery of shares of Common Stock, the subsequent sale of any shares of Common Stock acquired pursuant to such at exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionrelevant taxable event, Optionee Participant shall pay or make adequate arrangements satisfactory to the Company Grantor and/or the Employer to satisfy all Tax-Related Items withholding and payment on account obligations of the Company Grantor and/or the Employer. In this regard, Optionee Participant authorizes the Company Grantor and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee Participant from Optionee’s any wages or other cash compensation paid to Optionee Participant by the Company Grantor and/or the Employer or from proceeds of the sale of the sharesEmployer. Alternatively, or in addition, if permissible under local lawParticipant authorizes the Grantor and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the Company may obligations with regard to all Tax-Related Items legally payable by Participant by one or a combination of the following: (i) sell or arrange for the sale withholding otherwise deliverable shares of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesCommon Stock, provided that the Company Grantor only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount; and (ii) arranging for the sale of shares of Common Stock otherwise deliverable to Participant (on Participant’s behalf and at Participant’s direction pursuant to this authorization) and withholding from the proceeds of the sale of shares. FinallyIf the obligation for Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Optionee Participant is deemed to have been issued the full number of shares of Common Stock subject to the Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. Participant shall pay to the Company or Grantor and/or the Employer any amount of Tax-Related Items that the Company or Grantor and/or the Employer may be required to withhold as a result of OptioneeParticipant’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company Grantor may refuse to honor the exercise and refuse deliver to deliver the Participant any shares of Common Stock pursuant to Participant’s Option if Optionee Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items as described in this section.
Appears in 2 contracts
Samples: Stock Option Grant Agreement, Stock Option Grant Agreement (WABCO Holdings Inc.)
Responsibility for Taxes. Regardless of By accepting this grant, you hereby irrevocably elect to satisfy any action taken taxes and social insurance contribution withholding required to be withheld by the Company or Optionee’s employer its Subsidiaries on the date of grant, vesting or exercise of the Option or delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (the “EmployerTax Liability”) with respect by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to you upon exercise of the Option. If, for any or all income taxreason, social insurancethe Shares that would otherwise be deliverable to you upon exercise of the Option would be insufficient to satisfy the Tax Liability, payroll tax, payment on account the Company and any of its Subsidiaries are authorized to withhold an amount from your wages or other tax-related compensation sufficient to satisfy the Tax Liability. Furthermore, you agree to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Apart from any withholding (“Tax-Related Items”)obligations that may apply to the Company and/or its Subsidiaries, Optionee acknowledges you acknowledge and agree that the ultimate liability responsibility for all Tax-Related Items the Tax Liability is and remains Optionee’s responsibility and that with you. You further acknowledge that: (x) the Company and/or the Employer (i) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting Tax Liability or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; (y) the Company and (ii) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee Tax Liability; and (z) you should consult his or her own a tax advisor adviser regarding the status of and tax treatment for this OptionTax Liability. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided You acknowledge that the Company only withholds and its Subsidiaries shall have no obligation to deliver Shares until the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be Tax Liability has been fully satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionyou.
Appears in 2 contracts
Samples: Stock Option Agreement (Avon Products Inc), Stock Option Agreement (Avon Products Inc)
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) P&G takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items is and remains Optionee’s my responsibility and that the Company and/or the Employer P&G (i1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Award, including the grantissuance, vesting or exercise of the Optionexercise, settlement, the subsequent sale of shares acquired pursuant to such exercise and acquired, the receipt of any dividendsdividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (ii2) do does not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Optionee’s my liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise or settlement of the Optionan Award, Optionee I shall pay or make adequate arrangements satisfactory to the Company and/or the Employer P&G to satisfy all withholding and payment on account obligations of the Company and/or the Employer. P&G. In this regard, Optionee authorizes the Company and/or the Employer I authorize P&G to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s my wages or other cash compensation paid to Optionee me by the Company and/or the Employer P&G or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company P&G may (i1) sell or arrange for the sale of shares that Optionee acquires I acquire to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in shares, provided that the Company P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee I shall pay to the Company or the Employer P&G any amount of Tax-Related Items that the Company or the Employer P&G may be required to withhold as a result of Optionee’s my participation in the Plan or Optionee’s my purchase of shares that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares if Optionee fails I fail to comply with his or her my obligations in connection with the Tax-Related Items as described in this section.. Subject: RESTRICTED STOCK UNIT SERIES RTN2 In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Grant Date: <GRANT DATE> Stock Price on Grant Date: <XXXXX XXXXX> Number of Restricted Stock Units: <SHARES1> Vest Date: <VEST DATE 1> Settlement Date: See Payment and Vesting Details Below Number of Restricted Stock Units: <SHARES2> Vest Date: <VEST DATE 2> Settlement Date: See Payment and Vesting Details Below
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (PROCTER & GAMBLE Co), Restricted Stock Unit Award Agreement (PROCTER & GAMBLE Co)
Responsibility for Taxes. Regardless As a condition to the grant, vesting and exercise of the option, regardless of any action taken by the Company or Optionee’s employer (the “Employer”) any Subsidiary or Affiliate takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“the Tax-Related Items”), Optionee the Employee hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains Optioneethe Employee’s responsibility and that the Company and/or the Employer Subsidiary or Affiliate (i1) make no representations or undertakings regarding the treatment of any the Tax-Related Items in connection with any aspect of the Option option grant, including the grant, vesting or exercise of the Option, option and the subsequent immediate sale of shares Shares acquired pursuant to such exercise and the receipt of any dividendsexercise; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Optioneethe Employee’s liability for Tax-Related Itemsany required withholding or taxes due. Without limiting Employee also agrees that he or she will not make any claim against the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue CodeCompany, or if any of its Directors, Employees or Subsidiaries or Affiliates related to tax liabilities arising from this option. The Employee further acknowledges and agrees that the Option initially so qualifies, Employee is solely responsible for filing all relevant documentation that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory may be required in relation to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable option or any Tax-Related Items legally payable by Optionee from Optionee’s wages other than filings or other cash compensation paid to Optionee by documentation that is the specific obligation of the Company and/or or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the Employer grant, vesting or from proceeds exercise of the option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the sharesreceipt of any dividends. Alternatively, The Employee also understands that applicable laws may require varying Share or in addition, if permissible under local law, the Company may (i) sell or arrange option valuation methods for the sale purposes of shares that Optionee acquires to meet the withholding obligation for calculating Tax-Related Items, and/or (ii) withhold in shares, provided that and the Company only withholds the amount assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company income or the Employer any amount of Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or the Employer any Subsidiary or Affiliate may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the account for Tax-Related Items as described in this sectionmore than one jurisdiction.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement, Nonqualified Stock Option Agreement (Varex Imaging Corp)
Responsibility for Taxes. Regardless By accepting this grant, you also acknowledge that, regardless of any action taken by the Company or Optionee’s your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains Optionee’s your responsibility and that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option option grant, including the grant, vesting or exercise of the Optionoption, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Optionee’s your liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionoption, Optionee shall you may be required to pay or make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all withholding and payment on account obligations of the Company and/or the Employeryour employer. In this regard, Optionee authorizes you are hereby authorizing the Company and/or the Employer your employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company and/or the Employer your employer or from proceeds of the sale exercise of the sharesoption. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall you must pay to the Company or the Employer your employer any amount of Tax-Related Items that the Company or the Employer your employer may be required to withhold as a result of Optionee’s your participation in the Plan or Optionee’s your purchase of shares that cannot be satisfied by the means previously describeddescribed above. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails you fail to comply with his or her your obligations in connection with the Tax-Related Items Items, as described in this section.
Appears in 2 contracts
Samples: Stock Option Agreement (Coca-Cola Enterprises, Inc.), Stock Option Agreement (Coca Cola Enterprises Inc)
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) P&G takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items is and remains Optionee’s my responsibility and that the Company and/or the Employer P&G (i1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Award, including the grantissuance, vesting or exercise of the Optionexercise, settlement, the subsequent sale of shares acquired pursuant to such exercise and acquired, the receipt of any dividendsdividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (ii2) do does not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Optionee’s my liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise or settlement of the Optionan Award, Optionee I shall pay or make adequate arrangements satisfactory to the Company and/or the Employer P&G to satisfy all withholding and payment on account obligations of the Company and/or the Employer. P&G. In this regard, Optionee authorizes the Company and/or the Employer I authorize P&G to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s my wages or other cash compensation paid to Optionee me by the Company and/or the Employer P&G or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company P&G may (i1) sell or arrange for the sale of shares that Optionee acquires I acquire to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in shares, provided that the Company P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee I shall pay to the Company or the Employer P&G any amount of Tax-Related Items that the Company or the Employer P&G may be required to withhold as a result of Optionee’s my participation in the Plan or Optionee’s my purchase of shares that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares if Optionee fails I fail to comply with his or her my obligations in connection with the Tax-Related Items as described in this section.. Subject: RESTRICTED STOCK UNIT SERIES RTN2 In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Grant Date: [GRANT DATE] Stock Price on Grant Date: [XXXXX XXXXX] Number of Restricted Stock Units: [RSU SHARES 1] Vest Date: [VEST DATE 1] Settlement Date: [SETTLEMENT DATE 1] Number of Restricted Stock Units: [RSU SHARES 2] Vest Date: [VEST DATE 2] Settlement Date: [SETTLEMENT DATE 2]
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (PROCTER & GAMBLE Co), Restricted Stock Unit Award Agreement (PROCTER & GAMBLE Co)
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) an Affiliate takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related withholding (“Tax-Tax Related Items”), Optionee the Participant acknowledges that the ultimate liability for all Tax-Tax Related Items legally due by him or her is and remains Optioneethe Participant’s responsibility and that the Company and/or the Employer and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Option Restricted Stock Unit grant, including the grantgrant of Restricted Stock Units, the vesting or exercise of Restricted Stock Units, the conversion of the OptionRestricted Stock Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividendsdividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Option Restricted Stock Unit to reduce or eliminate Optioneethe Participant’s liability for Tax-Related Items. Without limiting Prior to the foregoingissuance of Shares on a designated delivery date or the receipt of an equivalent cash payment, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue CodeParticipant shall pay, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employeror any of its Affiliates. In this regard, Optionee Participant authorizes the Company and/or the Employer or its Affiliate, as applicable, to withhold all applicable Tax-Tax Related Items legally payable by Optionee Participant from OptioneeParticipant’s wages or other cash compensation paid payable to Optionee Participant by the Company and/or the Employer or its Affiliate, as applicable, or from proceeds any equivalent cash payment received upon vesting of the sale of the sharesRestricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may may, in its sole discretion, (i) sell or arrange for the sale of shares that Optionee acquires Shares to meet be issued on the vesting of Restricted Stock Units to satisfy the withholding obligation for Tax-Related Itemsor payment on account obligation, and/or (ii) withhold in sharesShares, provided that the Company and Participant’s actual Employer (defined below) shall withhold only withholds the amount of shares Shares necessary to satisfy the minimum withholding amount. Finally, Optionee Participant shall pay to the Company or to the Employer any amount of Tax-Tax Related Items that the Company or the Employer may be required to withhold as a result of Optioneethe Participant’s participation in receipt of Restricted Stock Units, the Plan vesting of Restricted Stock Units, the receipt of a dividend equivalent cash payment, or Optionee’s purchase the conversion of shares vested Restricted Stock Units to Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse deliver Shares to deliver the shares Participant if Optionee Participant fails to comply with his or her obligations obligation in connection with the Tax-Tax Related Items as described herein. For purposes of this provision, the terms “Employer” means the Company (if the Participant is employed by the Company) or the Affiliate of the Company that employs the Participant. To the extent that any portion of the Restricted Stock Units is treated as includible in Participant’s income prior to the date that shares are delivered to Participant under this Agreement, the Company and the Participant’s Employer, as applicable, are hereby authorized and directed to either (i) require Participant to make payment of such taxes to the Company or Participant’s Employer, as applicable, through delivery of cash or a cashier’s check within five (5) calendar days after the Company or the Participant’s Employer, as applicable, is required to remit such taxes to the Internal Revenue Service, or (ii) withhold from Participant’s regular wages, bonus or other compensation payments the amount of any tax required to be withheld. The Company or Participant’s Employer, as applicable, will assess its requirements regarding tax, social insurance and any other payroll tax (“Tax Obligations”) withholding and reporting in connection with the Restricted Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or Participant’s Employer, in this sectionregard, Participant hereby acknowledges and agrees that the ultimate liability for any and all Tax Obligations is and remains his or her responsibility and liability and that the Company and Participant’s Employer make no representations nor undertakings regarding treatment of any Tax Obligation as a result of the grant or vesting of the Restricted Stock Units, and Participant agrees to make arrangements satisfactory to the Company or Participant’s Employer, as applicable, to satisfy all withholding requirements. Participant authorizes the Company or Participant’s Employer, as applicable, to withhold all applicable Tax Obligations legally due from Participant from his or her wages or other cash compensation to be paid him or her by the Company or Participant’s Employer.
Appears in 1 contract
Responsibility for Taxes. Regardless of Optionee hereby acknowledges and agrees that the ultimate liability for any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or and all income tax, social insurance, insurance and payroll tax, payment on account or other tax-related tax withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains Optionee’s responsibility and liability and that the Company and/or the Optionee’s Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option option grant, including the grant, vesting or exercise of the Option, option and the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividendsexercise; and (iib) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionoption, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Optionee’s Employer to satisfy all withholding and payment on account obligations of the Company and/or the Optionee’s Employer. In this regard, Optionee authorizes the Company and/or the Optionee’s Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Optionee’s Employer or from proceeds of the sale of the sharessale. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares Shares that Optionee acquires is due to acquire to meet the minimum withholding obligation for Tax-Tax Related Items, and/or (ii) withhold . Any estimated withholding which is not required in shares, provided that satisfaction of any Tax Related Items will be repaid to Optionee by the Company only withholds the amount of shares necessary to satisfy the minimum withholding amountor Optionee’s Employer. Finally, Optionee shall pay to the Company or the Optionee’s Employer any amount of Tax-any Tax Related Items that the Company or the Optionee’s Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionDATE OF GRANT: <GRANT_DATE> APPROVED BY: SUN MICROSYSTEMS, INC.,
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Sun Microsystems, Inc.)
Responsibility for Taxes. Regardless The Optionee acknowledges that, regardless of any action taken by the Company or Optionee’s employer (Company, the “Employer”) with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable or deemed legally applicable to the Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Optionee’s responsibility and may exceed the amount, if any, actually withheld by the Company. The Optionee further acknowledges that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Share Option, including including, but not limited to, the grant, vesting or exercise of the this Share Option, the subsequent sale of shares Ordinary Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the this Share Option to reduce or eliminate the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if the foregoingOptionee is or becomes subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company specifically disclaims may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(a) In connection with any representation relevant taxable or guarantee that this Option will qualify tax withholding event, as an Incentive Stock Option under Section 422 of applicable, the Internal Revenue Code, or if the Option initially so qualifies, that it will continue Optionee agrees to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer (or its designated agent) to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items legally payable by Optionee withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares acquired upon exercise of the sharesShare Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee's behalf pursuant to this authorization without further consent). As of the date hereof, the Optionee certifies that this Agreement is entered into in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act or any other securities laws.
(b) Alternatively, the Company (or in additionits designated agent), if permissible under local at its discretion, is authorized to satisfy any applicable withholding obligations with regard to all Tax-Related Items by (i) withholding from the Optionee's cash compensation payable to the Optionee by the Company; or (ii) any other method of withholding determined by the Company and permitted by applicable law.
(c) Depending on the withholding method, the Company may (i) sell withhold or arrange for the sale of shares that Optionee acquires to meet the withholding obligation account for Tax-Related ItemsItems by considering statutory withholding amounts or other applicable withholding rates, and/or including maximum rates applicable in the Optionee's jurisdiction(s). In the event of over-withholding, the Optionee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Ordinary Shares), or if not refunded, the Optionee may seek a refund from local tax authorities. In the event of under-withholding, the Optionee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company.
(d) While this Agreement is in effect, the Optionee agrees (i) not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Agreement (including, without limitation, with respect to any securities convertible or exchangeable into Ordinary Shares) and (ii) withhold in sharesnot to attempt to exercise any influence over how, provided that when or whether to effect the Company only withholds the amount withholding and sale of shares necessary Ordinary Shares pursuant to satisfy the minimum withholding amountthis Paragraph 5. Finally, The Optionee shall agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Ordinary Shares, or the proceeds of the sale of Ordinary Shares, if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Responsibility for Taxes. Regardless 14.1 Optionee acknowledges that, regardless of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or , the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Tax- Related Items in connection with any aspect of the Option grantOption, including including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt or payment of any dividends; dividends and (iib) do not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting the foregoingFurther, if Optionee is subject to Tax-Related Items in more than one jurisdiction, Optionee acknowledges that the Company specifically disclaims any representation and/or the Employer may be required to withhold or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this Option. Tax-Related Items in more than one jurisdiction.
14.2 Prior to exercise of the Optionany relevant taxable or tax withholding event, as applicable, Optionee shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer Employer, at their discretion, to withhold satisfy any applicable withholding obligations, if any, with regard to all applicable Tax-Related Items legally payable by one or a combination of the following:
(a) withholding from Optionee's wages or other cash compensation paid to Optionee by the Company and/or the Employer; or
(b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization); or
(c) withholding in shares to be issued pursuant to the exercise of the Option.
14.3 Notwithstanding Section 14.2 above, if Optionee is subject to Section 16(a) of the Exchange Act, then any applicable withholding obligations will be satisfied by withholding in Shares to be issued upon the exercise of the Option, unless such withholding is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the Company may satisfy any withholding obligations for the Tax-Related Items in accordance with Section 14.2(a) or (b).
14.4 Depending on the withholding method and subject to Section 17.2 of the Plan, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent.
14.5 Optionee agrees to pay to the Company or the Employer, including through withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if Optionee fails to comply with his or her Optionee’s obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Acuity Brands Inc)
Responsibility for Taxes. (a) Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items owed by the Optionee is and remains the Optionee’s responsibility and that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Award, including the grant, vesting or exercise of the Option, this Award or the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividendsthis Award; and (ii) do does not commit to structure the terms of the grant or any aspect of the Option this Award to reduce or eliminate the Optionee’s liability for Tax-Related Items. Without limiting .
(b) Prior to the foregoingtime any Tax-Related Items become due in connection with this Award, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all minimum withholding and payment on account obligations of the Company and/or the EmployerCompany. In this regard, the Optionee authorizes the Company and/or the Employer to withhold all applicable minimum Tax-Related Items legally payable by the Optionee from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer or from proceeds of the sale of the sharesShares. Alternatively, or in addition, if to the extent permissible under local applicable law, the Company may (i) sell or arrange for the sale of shares Shares that the Optionee acquires to meet the minimum withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesShares otherwise issuable upon exercise of this Award, provided that the Company only withholds the amount of shares Shares necessary to satisfy the minimum withholding amount. Finally, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor issue and deliver Shares upon exercise of this Award if the exercise and refuse to deliver the shares if Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items as described in this sectionSection 9.
(c) The Optionee acknowledges the receipt of tax information relating to this Award, including the need to consult the Optionee’s own tax advisors.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains Optionee’s your responsibility and may exceed the amount actually withheld by the Company or your employer. You further acknowledge that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option option grant, including the grant, vesting or exercise of the Optionoption, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Optionee’s your liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further if you become subject to tax in more than one jurisdiction between the foregoinggrant date and the date of any relevant taxable event, you acknowledge that the Company specifically disclaims any representation and/or your employer (or guarantee that this Option will qualify former employer, as an Incentive Stock Option under Section 422 of the Internal Revenue Code, applicable) may be required to withhold or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this OptionTax-Related Items in more than one jurisdiction. Prior to exercise of the Optionany relevant tax withholding event, Optionee shall you will pay or make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all withholding and payment on account Tax-Related Items obligations of the Company and/or the Employeryour employer. In this regard, Optionee authorizes you authorize the Company and/or the Employer your employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company and/or the Employer or from proceeds of the sale of the sharesyour employer. Alternatively, or in addition, if permissible under local law, the Company or your employer may (i) sell or arrange for withhold from the proceeds of the sale of shares that Optionee acquires you acquire upon exercise of the options to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesshares to be issued upon exercise, provided provided, however, that withholding in shares of Stock shall be subject to approval by the Committee to the extent deemed necessary or advisable by counsel to the Company at the time of any relevant tax withholding event. To avoid negative accounting treatment, the Company may only withholds withhold the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall you will pay to the Company or the Employer your employer any amount of Tax-Related Items that the Company or the Employer your employer may be required to withhold as a result of Optionee’s your participation in the Plan or Optionee’s your purchase of shares that cannot be satisfied by the means previously describeddescribed above. The Company may refuse to honor the exercise and refuse to deliver the shares or the proceeds of the sale of shares to you if Optionee fails you fail to comply with his or her your obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Stock Option Agreement (Coca-Cola Enterprises, Inc.)
Responsibility for Taxes. Regardless of By accepting this grant, you hereby irrevocably elect to satisfy any action taken taxes and social insurance contribution withholding required to be withheld by the Company or Optionee’s employer its subsidiaries on the date of grant or vesting of the RSUs or the date of delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (the “EmployerTax Liability”) with respect by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to you upon settlement of the RSUs (or, if the RSUs are settled in cash in lieu of Shares, an amount of cash sufficient to satisfy the Tax Liability). If, for any reason, the Shares or all income taxcash that would otherwise be deliverable to you upon settlement of the RSUs would be insufficient to satisfy the Tax Liability, social insurance, payroll tax, payment on account the Company and any of its Subsidiaries are authorized to withhold an amount from your wages or other tax-related compensation sufficient to satisfy the Tax Liability. Furthermore, you agree to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Notwithstanding the foregoing, if, on the applicable Vesting Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made for any reason, you hereby irrevocably elect to satisfy such Tax Liability by delivering cash to the Company in an amount sufficient to satisfy such Tax Liability. Apart from any withholding (“Tax-Related Items”)obligations that may apply to the Company and/or its Subsidiaries, Optionee acknowledges you acknowledge and agree that the ultimate liability responsibility for all Tax-Related Items the Tax Liability is and remains Optionee’s responsibility and that with you. You further acknowledge that: (x) the Company and/or the Employer (i) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting Tax Liability or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; (y) the Company and (ii) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Option RSUs to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee Tax Liability; and (z) you should consult his or her own a tax advisor adviser regarding the status of and tax treatment for this OptionTax Liability. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided You acknowledge that the Company only withholds and its Subsidiaries shall have no obligation to deliver Shares until the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be Tax Liability has been fully satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionyou.
Appears in 1 contract
Samples: Sign on Restricted Stock Unit Award Agreement (Avon Products Inc)
Responsibility for Taxes. Regardless The Optionee acknowledges that, regardless of any action taken by the Company or Optionee’s employer (Company, the “Employer”) with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Optionee’s responsibility and may exceed the amount, if any, actually withheld by the Company. The Optionee further acknowledges that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Share Option, including including, but not limited to, the grant, vesting or exercise of the this Share Option, the subsequent sale of shares Ordinary Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the this Share Option to reduce or eliminate the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if the foregoingOptionee is or becomes subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company specifically disclaims any representation may be required to withhold or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this Option. Tax-Related Items in more than one jurisdiction.
a. Prior to exercise of any relevant taxable or tax withholding event, as applicable, the Option, Optionee shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer (or its designated agent) to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items legally payable by Optionee withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares acquired upon exercise of the sharesShare Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee's behalf pursuant to this authorization without further consent). As of the date hereof, the Optionee certifies that this Agreement is entered into in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act or any other securities laws.
b. Alternatively, the Company (or in additionits designated agent), if permissible under local at its discretion, is authorized to satisfy any applicable withholding obligations with regard to all Tax-Related Items by (i) withholding from the Optionee's cash compensation payable to the Optionee by the Company; or (ii) any other method of withholding determined by the Company and permitted by applicable law.
c. Depending on the withholding method, the Company may (i) sell withhold or arrange for the sale of shares that Optionee acquires to meet the withholding obligation account for Tax-Related ItemsItems by considering statutory withholding amounts or other applicable withholding rates, and/or including maximum rates applicable in the Optionee's jurisdiction(s). In the event of over-withholding, the Optionee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Ordinary Shares), or if not refunded, the Optionee may seek a refund from local tax authorities. In the event of under-withholding, the Optionee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company.
d. While this Agreement is in effect, the Optionee agrees (i) not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Agreement (including, without limitation, with respect to any securities convertible or exchangeable into Ordinary Shares) and (ii) withhold in sharesnot to attempt to exercise any influence over how, provided that when or whether to effect the Company only withholds the amount withholding and sale of shares necessary Ordinary Shares pursuant to satisfy the minimum withholding amountthis Paragraph 5. Finally, The Optionee shall agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result Version: June 2020 of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Ordinary Shares, or the proceeds of the sale of Ordinary shares, if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company or Optionee’s your employer (the “Employer”) takes with respect to any or all income tax, social insurancePrimary or Secondary Class 1 National Insurance Contributions, payroll tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains Optionee’s your responsibility and that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantApproved Options, including the grant, vesting or exercise of the OptionApproved Options, the subsequent sale of shares of Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Approved Options to reduce or eliminate Optionee’s your liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if you become subject to tax in more than one jurisdiction between the foregoingdate of grant and the date of any relevant taxable event, you acknowledge that the Company specifically disclaims any representation and/or your employer (or guarantee that this Option will qualify former employer, as an Incentive Stock Option under Section 422 of the Internal Revenue Code, applicable) may be required to withhold or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this OptionTax-Related Items in more than one jurisdiction. Prior to and as a condition of the exercise of the OptionApproved Options, Optionee shall you will pay or make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all withholding and payment on account obligations of the Company and/or the Employeryour employer. In this regard, Optionee authorizes you authorize the Company and/or the Employer your employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company and/or your employer. If withholding for the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local lawTax-Related Items is not satisfied by these means, the Company may (i) sell or arrange for the sale of shares that Optionee acquires you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall you will pay to the Company or the Employer your employer any amount of Tax-Related Items that the Company or the Employer your employer may be required to withhold as a result of Optionee’s your participation in the Plan and the Subplan or Optionee’s your purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Samples: Approved Option Agreement (Coca-Cola Enterprises, Inc.)
Responsibility for Taxes. Regardless By accepting this grant, you also acknowledge that, regardless of any action taken by the Company or Optionee’s your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains Optionee’s your responsibility and that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option option grant, including the grant, vesting or exercise of the Optionoption, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Optionee’s your liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionoption, Optionee shall you may be required to pay or make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all withholding and payment on account obligations of the Company and/or the Employeryour employer. In this regard, Optionee authorizes you are hereby authorizing the Company and/or the Employer your employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company and/or the Employer your employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee you shall pay to the Company or the Employer your employer any amount of Tax-Related Items that the Company or the Employer your employer may be required to withhold as a result of Optionee’s your participation in the Plan or Optionee’s your purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails you fail to comply with his or her your obligations in connection with the Tax-Related Items Items, as described in this section.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or and all income tax, social insurance, payroll tax, payment on account account, employment or other tax-related withholding (the “Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s his or her responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOption, including the grant, vesting vesting, exercise, assignment, release or exercise cancellation of the Option, the subsequent sale of shares Common Stock acquired pursuant to such exercise and exercise, or the receipt of any dividends; dividends and (ii) do not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionrelevant taxable event, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer Employer, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Optionee from one or a combination of the following methods: (1) withholding Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or Employer; (2) withholding from the proceeds of the sale of Option Shares acquired upon exercise of the shares. Alternatively, Option; (3) selling or in addition, if permissible under local law, the Company may (i) sell or arrange arranging for the sale of shares that Optionee acquires Option Shares acquired upon exercise of the Option (on Optionee’s behalf and at his or her direction pursuant to meet the this authorization); or (4) withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesOption Shares, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountamount of Tax-Related Items is withheld or such other amount that does not trigger adverse accounting consequences. For these purposes, the fair market value of the Option Shares to be withheld shall be determined on the date that Tax-Related Items are to be determined. If the obligation of Tax-Related Items is satisfied by reducing the number of Option Shares issuable upon exercise of the Option, Optionee is deemed (for tax purposes) to have been issued the full number of Option Shares subject to the Option, notwithstanding that a number of the Option Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. Finally, Optionee shall pay to the Company or the Employer any amount of the Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares Option Shares that cannot be satisfied by the means previously described. The Company or the Employer may refuse to honor the exercise of the Option and refuse shall have no obligation to deliver Option Shares until Optionee has satisfied the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Ault Global Holdings, Inc.)
Responsibility for Taxes. Regardless of any action taken by the Company P&G or Optionee’s employer (the “Employer”) my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items is and remains Optionee’s my responsibility and that the Company P&G and/or the my Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Award, including the grantissuance, vesting or exercise of the Optionexercise, the subsequent sale of shares acquired pursuant to such exercise and settlement, the receipt of any dividendsdividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (ii2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Optionee’s my liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise or settlement of the Optionan Award, Optionee I shall pay or make adequate arrangements satisfactory to the Company P&G and/or the my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or the Employermy employer. In this regard, Optionee authorizes the Company I authorize P&G and/or the my Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s my wages or other cash compensation paid to Optionee me by the Company P&G and/or the my Employer or from proceeds of the sale of the sharesaward. Alternatively, or in addition, if permissible under local law, the Company P&G may (i1) sell or arrange for the sale of shares that Optionee acquires a portion of the award to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in sharesa portion of the award, provided that the Company P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee I shall pay to the Company P&G or the my Employer any amount of Tax-Related Items that the Company P&G or the my Employer may be required to withhold as a result of Optionee’s my participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares award if Optionee fails I fail to comply with his or her my obligations in connection with the Tax-Related Items as described in this section. FORM STAR-F FORM STAR-F AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES STAR 15-F In recognition of your contributions to the future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you an option to purchase shares of Procter & Gambxx Xxxmon Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to the terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any applicable sub-plan), the Schedule 4 CSOP Sub-Plan for the United Kingdom (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(a) and 6.1(c) of the Plan. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Execxxxx.XX@xx.xxx xxx assistance.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or the Optionee’s 's employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s 's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOptions, including the grant, vesting or exercise of the OptionOptions, the subsequent sale of shares of Stock acquired pursuant to as a result of such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Options to reduce or eliminate the Optionee’s 's liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Furthermore, if the foregoingOptionee has become subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Company specifically disclaims any representation or guarantee Optionee acknowledges that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (or former employer, as applicable) may be required to satisfy all withholding and payment on withhold or account obligations of the Company and/or the Employerfor Tax-Related Items in more than one jurisdiction. In this regard, The Optionee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Optionee one or a combination of the following: (i) withholding from the Optionee’s 's wages or other cash compensation paid to the Optionee by the Company and/or the Employer Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired at exercise of the shares. AlternativelyOptions, either through a voluntary sale or in addition, if permissible under local law, through a mandatory sale arranged by the Company may (i) sell or arrange for on the sale of shares that Optionee acquires Optionee's behalf pursuant to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amountthis authorization). Finally, The Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s 's participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor issue or deliver shares of Stock or the exercise and refuse to deliver proceeds of the sale of shares of Stock if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Responsibility for Taxes. Regardless (a) Participant acknowledges that, regardless of any action taken by the Company or Optionee’s employer (the “Employer”) and/or any Related Entity take with respect to any or all income taxWithholding Taxes related to Participant’s participation in the Plan and legally applicable to Participant, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items Withholding Taxes is and remains OptioneeParticipant’s responsibility and may exceed the amount, if any, actually withheld by the Company or any Related Entity. Participant further acknowledges that the Company and/or the Employer any Related Entity (i) make no representations or undertakings regarding the treatment of any Tax-Related Items Withholding Taxes in connection with any aspect of the Option grantAward, including the grant, vesting or exercise settlement of the OptionAward, the issuance of Shares upon settlement of the Award, the subsequent sale of shares Shares acquired pursuant to such exercise issuance and the receipt of any dividendsdividends and/or dividend equivalent amounts; and (ii) do not commit to to, and are under no obligation to, structure the terms of the grant or any aspect of the Option Award to reduce or eliminate OptioneeParticipant’s liability for TaxWithholding Taxes or achieve any particular tax result. Further, if Participant has become subject to Withholding Taxes in more than one jurisdiction, Participant acknowledges that the Company and/or any Related Entity may be required to withhold or account for Withholding Taxes in more than one jurisdiction.
(b) Unless Participant elects to remit to the Company the amount of Withholding Taxes due in connection with the Award by submitting the election form to the Company within forty-Related Items. Without limiting five (45) days prior to the foregoingNormal Vesting Date, the Company specifically disclaims any representation or guarantee that this Option shall collect, and Participant authorizes the Company to collect, the Withholding Taxes with respect to the issued Shares through an automatic Share Withholding Method pursuant to which the Company will qualify withhold, immediately as an Incentive Stock Option the Shares are issued under Section 422 the Award, a portion of those Shares with a fair market value (measured as of the Internal Revenue Codeissuance date) equal to the amount of such Withholding Taxes. Participant shall be notified (in writing or through the Company’s electronic mail system) in the event the Company no longer intends to utilize the Share Withholding Method.
(c) Should any Shares become issuable under the Award at a time when the Share Withholding Method is no longer utilized, or if then the Option initially so qualifies, that it will continue to qualify. Optionee should consult Withholding Taxes shall be collected from Participant through either of the following alternatives: • Participant’s delivery of his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory separate check payable to the Company and/or in the Employer amount of such Withholding Taxes or a wire transfer from Participant of sufficient funds to satisfy all withholding and payment on account obligations the Company to cover the amount of such Withholding Taxes, or • the use of the Company and/or proceeds from a next-day sale of the Employer. In this regardShares issued or issuable to Participant, Optionee authorizes provided and only if (i) such a sale is permissible under the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from OptioneeCompany’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of trading policies governing the sale of the shares. AlternativelyCommon Stock, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesParticipant makes an irrevocable commitment, provided that on or before the issuance date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002.
(d) If the Share Withholding Method is to be utilized for the collection of Withholding Taxes, then the Company only withholds shall withhold the amount number of shares otherwise issuable Shares necessary to satisfy the minimum withholding Withholding Taxes. Participant shall have no right to the Common Stock equivalent of any Shares withheld to satisfy the Withholding Taxes. Participant may seek a refund from the applicable tax authorities for any over-withheld amount. FinallyIf the obligation for Withholding Taxes is satisfied by using the Share Withholding Method, Optionee for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are withheld solely for the purpose of paying the Withholding Taxes due as a result of Participant’s participation in the Plan. Participant shall pay to the Company or the Employer and/or any Related Entity any amount of Tax-Related Items Withholding Taxes that the Company or the Employer and/or any Related Entity may be required to withhold or account for as a result of OptioneeParticipant’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if Optionee Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items as described in this sectionWithholding Taxes.
(e) Notwithstanding the above, the Company may collect the Withholding Taxes with respect to the distributed dividend equivalent amounts by withholding a portion of that distribution equal to the amount of the Withholding Taxes.
Appears in 1 contract
Samples: Restricted Stock Unit Issuance Agreement (Gilead Sciences Inc)
Responsibility for Taxes. (a) Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding items related to Optionee’s participation in the Plan and legally applicable to Optionee or deemed by the Company or the Employer to be an appropriate charge to Optionee even if technically due by the Company or the Employer (the “Tax-Related Items”), Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. Optionee further acknowledges and agrees that the Company and/or the Employer Employer:
(i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Optionee’s participation in the Option grantPlan, including including, but not limited to, the grantgrant of the Option, vesting or the exercise of the Option, the subsequent sale of shares any Shares acquired pursuant to such exercise the Option and the receipt of any dividends; and ;
(ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting Items or achieve any particular tax result; and
(iii) if Optionee has become subject to tax in more than one jurisdiction between the foregoingdate the Option is granted and the date of any relevant taxable or tax withholding event, Optionee acknowledges that the Company specifically disclaims any representation and/or the Employer may be required to withhold or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this Option. Tax-Related Items in more than one jurisdiction.
(b) Prior to exercise of the Optionrelevant taxable or taxable withholding event, as applicable, Optionee shall agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items required to be withheld. In this regard, Optionee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable required to be withheld by Optionee one or a combination of the following:
(i) requiring payment of any Tax-Related Items required to be withheld with payment of the Aggregate Exercise Price;
(ii) withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or or the Employer or Employer;
(iii) withholding from the proceeds of from the sale of Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the sharesPlan Broker (on Optionee’s behalf pursuant to this authorization);
(iv) having the Company withhold a number of whole Shares that Optionee otherwise would have received upon exercise of the Option; or
(v) any other arrangement satisfactory to the Company or the Employer regarding payment of such Tax-Related Items. Alternatively, or in addition, if permissible under local lawDepending on the withholding method, the Company or the Employer may (i) sell withhold or arrange for the sale of shares that Optionee acquires to meet the withholding obligation account for Tax-Related Items, and/or Items by considering applicable statutory withholding rates (ii) withhold in shares, provided that as determined by the Company only withholds or the amount of shares necessary to satisfy the minimum Employer in good faith and in its sole discretion) or other applicable withholding amount. rates, including maximum withholding rates.
(c) Finally, Optionee shall agrees to pay to the Company or the Employer any amount number of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company or the Employer may refuse to honor the exercise and of the Option, or refuse to deliver the shares Shares or the proceeds of the sale of Shares, if Optionee fails to comply with his or her Optionee's obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Stock Option Award Agreement (Ceridian HCM Holding Inc.)
Responsibility for Taxes. Regardless of any action taken by the Company or the Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains the Optionee’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Option grant, including the grant, vesting or exercise of the this Option, the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the this Option to reduce or eliminate the Optionee’s liability for Tax-Related Items. Without limiting Coincident with the foregoingexercise of this Option, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Optionee from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer or from proceeds of the sale of the sharesShares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares Shares that the Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of shares that canShares to the extent not be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares Shares if the Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Responsibility for Taxes. Regardless of By accepting this grant, you hereby irrevocably elect to satisfy any action taken taxes and social insurance contribution withholding required to be withheld by the Company or Optionee’s employer its Subsidiaries on the date of grant or vesting of the PRSUs or the date of delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (the “EmployerTax Liability”) with respect by authorizing the Company or any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to you upon settlement of the PRSUs (or, if the PRSUs are settled in cash in lieu of Shares, an amount of cash sufficient to satisfy the Tax Liability). If, for any reason, the Shares or all income taxcash that would otherwise be deliverable to you upon settlement of the PRSUs would be insufficient to satisfy the Tax Liability, social insurance, payroll tax, payment on account the Company and any of its Subsidiaries are authorized to withhold an amount from your wages or other tax-related compensation sufficient to satisfy the Tax Liability. Furthermore, you agree to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Notwithstanding the foregoing, if, on the applicable Settlement Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made for any reason, you hereby irrevocably elect to satisfy such Tax Liability by delivering cash to the Company in an amount sufficient to satisfy such Tax Liability. Apart from any withholding (“Tax-Related Items”)obligations that may apply to the Company and/or its Subsidiaries, Optionee acknowledges you acknowledge and agree that the ultimate liability responsibility for all Tax-Related Items the Tax Liability is and remains Optionee’s responsibility and that with you. You further acknowledge that: (x) the Company and/or the Employer (i) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Tax Liability; (y) the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise Company and the receipt of any dividends; and (ii) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Option PRSUs to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee Tax Liability; and (z) you should consult his or her own a tax advisor adviser regarding the status of and tax treatment for this OptionTax Liability. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided You acknowledge that the Company only withholds and its Subsidiaries shall have no obligation to deliver Shares until the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be Tax Liability has been fully satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionyou.
Appears in 1 contract
Samples: Performance Contingent Restricted Stock Unit Award Agreement (Avon Products Inc)
Responsibility for Taxes. Regardless 1. Participant acknowledges and agrees that, regardless of any action taken by the Company or Optionee’s employer (Company, the “Employer”) with respect to any or ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”)) is and remains Participant’s responsibility and may exceed the amount, Optionee if any, actually withheld by the Company. Participant further acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Option, including including, but not limited to, the grant, vesting or exercise of the this Option, or the subsequent sale of shares acquired pursuant to such exercise Shares and the receipt of any dividends; and (ii) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the this Option to reduce or eliminate OptioneeParticipant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting the foregoingFurther, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company specifically disclaims any representation may be required to withhold or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this OptionTax-Related Items in more than one jurisdiction.
2. Prior to exercise of the Optionrelevant taxable or tax withholding event, Optionee shall pay or as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax- Related Items. In this regard, Optionee Participant authorizes the Company and/or the Employer Company, or its agents, at its discretion, to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items legally by one or a combination of the following: (i) withholding from Participant’s compensation payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee Participant by the Company and/or the Employer or (if any), (ii) withholding from proceeds of the sale of the shares. AlternativelyShares acquired upon the exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent), (iii) withholding Shares otherwise issuable at exercise of this Option, or (iv) any method determined by the Administrator to be in additioncompliance with Applicable Laws. Notwithstanding the foregoing, if permissible under local law, Participant is subject to Section 16 of the Company may (i) sell or arrange for Exchange Act at the sale of shares that Optionee acquires to meet time the withholding obligation for Tax-Related ItemsItems becomes due, and/or (ii) withhold in shares, provided that the Administrator will satisfy any applicable withholding obligation by directing the Company only withholds to withhold Shares subject to the Option.
3. The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in Participant’s jurisdiction(s). In the event of over-withholding, Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded, Participant may seek a refund from local tax authorities. In the event of shares necessary under-withholding, Participant may be required to satisfy pay any additional Tax-Related Items directly to the minimum applicable tax authority or to the Company. If the obligation for Tax-Related Items is satisfied by withholding amountShares, for tax purposes, Participant is deemed to have received the full number of Shares subject to the exercised Option, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
4. Finally, Optionee shall Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of OptioneeParticipant’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor issue or deliver the Shares or the proceeds of the sale of the Shares acquired upon the exercise and refuse to deliver of the shares Option, if Optionee Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Global Outside Director Nonstatutory Stock Option Award Agreement (Amkor Technology, Inc.)
Responsibility for Taxes. Regardless (a) Participant acknowledges that, regardless of any action taken by the Company or Optionee’s employer (the “Employer”) and/or any Related Entity take with respect to any or all income taxWithholding Taxes related to Participant’s participation in the Plan and legally applicable to Participant, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items Withholding Taxes is and remains OptioneeParticipant’s responsibility and may exceed the amount, if any, actually withheld by the Company or any Related Entity. Participant further acknowledges that the Company and/or the Employer any Related Entity (i) make no representations or undertakings regarding the treatment of any Tax-Related Items Withholding Taxes in connection with any aspect of the Option grantAward, including the grant, vesting or exercise settlement of the OptionAward, the issuance of Shares upon settlement of the Award, the subsequent sale of shares Shares acquired pursuant to such exercise issuance and the receipt of any dividendsdividends and/or dividend equivalent amounts; and (ii) do not commit to to, and are under no obligation to, structure the terms of the grant or any aspect of the Option Award to reduce or eliminate OptioneeParticipant’s liability for TaxWithholding Taxes or achieve any particular tax result. Further, if Participant has become subject to Withholding Taxes in more than one jurisdiction, Participant acknowledges that the Company and/or any Related Entity may be required to withhold or account for Withholding Taxes in more than one jurisdiction.
(b) Unless Participant elects to remit to the Company the amount of Withholding Taxes due in connection with the Award by submitting the election form to the Company within forty-Related Items. Without limiting five (45) days prior to the foregoingNormal Vesting Date, the Company specifically disclaims any representation or guarantee that this Option shall collect, and Participant authorizes the Company to collect, the Withholding Taxes with respect to the issued Shares through an automatic Share Withholding Method pursuant to which the Company will qualify withhold, immediately as an Incentive Stock Option the Shares are issued under Section 422 the Award, a portion of those Shares with a fair market value (measured as of the Internal Revenue Codeissuance date) equal to the amount of such Withholding Taxes. Participant shall be notified (in writing or through the Company’s electronic mail system) in the event the Company no longer intends to utilize the Share Withholding Method.
(c) Should any Shares become issuable under the Award at a time when the Share Withholding Method is no longer utilized, or if then the Option initially so qualifies, that it will continue to qualify. Optionee should consult Withholding Taxes shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory separate check payable to the Company and/or in the Employer amount of such Withholding Taxes or a wire transfer from Participant of sufficient funds to satisfy all withholding and payment on account obligations the Company to cover the amount of such Withholding Taxes, or - the use of the Company and/or proceeds from a next-day sale of the Employer. In this regardShares issued or issuable to Participant, Optionee authorizes provided and only if (i) such a sale is permissible under the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from OptioneeCompany’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of trading policies governing the sale of the shares. AlternativelyCommon Stock, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesParticipant makes an irrevocable commitment, provided that on or before the issuance date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002.
(d) If the Share Withholding Method is to be utilized for the collection of Withholding Taxes, then the Company only withholds shall withhold the amount number of shares otherwise issuable Shares necessary to satisfy the minimum withholding Withholding Taxes. Participant shall have no right to the Common Stock equivalent of any Shares withheld to satisfy the Withholding Taxes. Participant may seek a refund from the applicable tax authorities for any over-withheld amount. FinallyIf the obligation for Withholding Taxes is satisfied by using the Share Withholding Method, Optionee for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are withheld solely for the purpose of paying the Withholding Taxes due as a result of Participant’s participation in the Plan. Participant shall pay to the Company and/ or the Employer any Related Entity any amount of Tax-Related Items Withholding Taxes that the Company or the Employer and/or any Related Entity may be required to withhold or account for as a result of OptioneeParticipant’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if Optionee Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items as described in this sectionWithholding Taxes.
(e) Notwithstanding the above, the Company may collect the Withholding Taxes with respect to the distributed dividend equivalent amounts by withholding a portion of that distribution equal to the amount of the Withholding Taxes.
Appears in 1 contract
Samples: Restricted Stock Unit Issuance Agreement (Gilead Sciences Inc)
Responsibility for Taxes. Regardless of By accepting this grant, you hereby irrevocably elect to satisfy any action taken taxes and social insurance contribution withholding required to be withheld by the Company or Optionee’s employer its Subsidiaries on the date of grant or vesting of the RSUs or the date of delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (the “EmployerTax Liability”) with respect by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to you upon settlement of the RSUs (or, if the RSUs are settled in cash in lieu of Shares, an amount of cash sufficient to satisfy the Tax Liability). If, for any reason, the Shares or all income taxcash that would otherwise be deliverable to you upon settlement of the RSUs would be insufficient to satisfy the Tax Liability, social insurance, payroll tax, payment on account the Company and any of its Subsidiaries are authorized to withhold an amount from your wages or other tax-related compensation sufficient to satisfy the Tax Liability. Furthermore, you agree to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Notwithstanding the foregoing, if, on the applicable Vesting Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made for any reason, you hereby irrevocably elect to satisfy such Tax Liability by delivering cash to the Company in an amount sufficient to satisfy such Tax Liability. Apart from any withholding (“Tax-Related Items”)obligations that may apply to the Company and/or its Subsidiaries, Optionee acknowledges you acknowledge and agree that the ultimate liability responsibility for all Tax-Related Items the Tax Liability is and remains Optionee’s responsibility and that with you. You further acknowledge that: (x) the Company and/or the Employer (i) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting Tax Liability or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; (y) the Company and (ii) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Option RSUs to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee Tax Liability; and (z) you should consult his or her own a tax advisor adviser regarding the status of and tax treatment for this OptionTax Liability. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided You acknowledge that the Company only withholds and its Subsidiaries shall have no obligation to deliver Shares until the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be Tax Liability has been fully satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionyou.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Avon Products Inc)
Responsibility for Taxes. Regardless Notwithstanding any contrary provision of any action taken this Agreement, no certificate representing the Shares will be issued to Optionee, unless and until satisfactory arrangements (as determined by the Company or Optionee’s employer (the “Employer”Company) will have been made by Optionee with respect to any or all income taxthe payment of income, employment, social insurance, National Insurance Contributions, payroll tax, fringe benefit tax, payment on account or other tax-related withholding items related to Optionee’s participation in the Plan and legally applicable to Optionee including, without limitation, in connection with the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired under the Plan and/or the receipt of any dividends on such Shares which the Company determines must be withheld (“Tax-Related Items”). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Optionee. If Optionee fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the Option exercise, Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise. Optionee authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Optionee from his or her wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of Shares. Further, if Optionee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Optionee acknowledges and agrees that the Company and/or Optionee’s employer (the “Employer”), or former employer, as applicable, may be required to withhold or account for tax in more than one jurisdiction. Regardless of any action of the Company or the Employer, Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or and the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims Items or achieve any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own particular tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionresult.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Lululemon Athletica Inc.)
Responsibility for Taxes. Regardless of any action taken by the Company P&G or Optionee’s employer (the “Employer”) my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items is and remains Optionee’s my responsibility and that the Company P&G and/or the my Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Award, including the grantissuance, vesting or exercise of the Optionexercise, the subsequent sale of shares acquired pursuant to such exercise and settlement, the receipt of any dividendsdividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (ii2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Optionee’s my liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise or settlement of the Optionan Award, Optionee I shall pay or make adequate arrangements satisfactory to the Company P&G and/or the my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or the Employermy employer. In this regard, Optionee authorizes the Company I authorize P&G and/or the my Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s my wages or other cash compensation paid to Optionee me by the Company P&G and/or the my Employer or from proceeds of the sale of the sharesaward. Alternatively, or in addition, if permissible under local law, the Company P&G may (i1) sell or arrange for the sale of shares that Optionee acquires a portion of the award to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in sharesa portion of the award, provided that the Company P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee I shall pay to the Company P&G or the my Employer any amount of Tax-Related Items that the Company P&G or the my Employer may be required to withhold as a result of Optionee’s my participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares award if Optionee fails I fail to comply with his or her my obligations in connection with the Tax-Related Items as described in this section. Subject: RESTRICTED STOCK UNIT SERIES XX-LTIPW-RSU In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company ("Company") hereby grants to you Restricted Stock Units ("RSUs") of Procter & Xxxxxx Common Stock as follows: Number of Restricted Stock Units: [RSUSHARES] Grant Date: [GRANT DATE] Vest Date: [GRANT_DATE + 3 YEARS] Settlement Date: [GRANT_DATE + 3 YEARS] Acceptance Deadline: [ACCEPTANCE_DATE] This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the "Plan"), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors ("Committee"), this Award Agreement including Attachments and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or the Optionee’s employer (the “Employer”) takes with respect to any or and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the Optionee’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant Common Shares subject to such exercise the Option and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, the Optionee shall will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Optionee from Optionee’s his or her wages or other cash compensation paid to the Optionee by the Company and/or the Employer or from proceeds of the sale of Common Shares upon exercise of the sharesOption. Alternatively, or in addition, if permissible under local law, The Optionee acknowledges and agrees that the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation amount withheld for Tax-Related ItemsItems may exceed the actual amount of Tax-Related Items due by the Optionee and that, and/or (ii) withhold in sharessuch event, provided that any excess amount withheld by the Company only withholds will be paid to the amount of shares necessary to satisfy the minimum withholding amountOptionee within a reasonable time period and without interest. Finally, the Optionee shall will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver of the shares Option if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionParagraph 6.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or the Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee or deemed by the Company or the Employer to be an appropriate charge to the Optionee even if technically due by the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges acknowledge that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledge that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOption, including including, but not limited to, the grant, vesting or exercise of the Option, the issuance of shares of Common Stock upon exercise of the Option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise issuance and the receipt of any dividends; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if the foregoingOptionee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee acknowledges that the Company specifically disclaims any representation and/or the Employer (or guarantee that this Option will qualify former employer, as an Incentive Stock Option under Section 422 of the Internal Revenue Code, applicable) may be required to withhold or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this OptionTax-Related Items in more than one jurisdiction. Prior to exercise of any relevant taxable or tax-withholding event, as applicable, the Option, Optionee shall will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Optionee one or a combination of the following:
(1) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer or Employer; or
(2) withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the sharesOption either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or
(3) withholding in shares to be issued upon exercise of the Option. Alternatively, or in addition, if permissible under local lawTo avoid negative accounting treatment, the Company may (i) sell withhold or arrange account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Items is satisfied by withholding in shares, provided that for tax purposes, the Company only withholds Optionee is deemed to have been issued the amount full number of shares necessary subject to satisfy the minimum withholding amountexercised Option, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. Finally, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if the Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or the Optionee’s employer (the “Employer”) takes with respect to any or and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the Optionee’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares Common Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, the Optionee shall will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Optionee from Optionee’s his or her wages or other cash compensation paid to the Optionee by the Company and/or the Employer or from proceeds of the sale of the sharesCommon Shares. Alternatively, or in addition, if permissible under local law, the Company may (i1) sell or arrange for the sale of shares Common Shares that the Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in sharesCommon Shares, provided that the Company only withholds the amount of shares Common Shares necessary to satisfy the minimum withholding amount. The Optionee acknowledges and agrees that the amount withheld for Tax-Related Items may exceed the actual amount of Tax-Related Items due by the Optionee and that, in such event, any excess amount withheld by the Company will be paid to the Optionee within a reasonable time period and without interest. Finally, the Optionee shall will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of shares Common Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares Common Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionParagraph 6.
Appears in 1 contract
Responsibility for Taxes. i. Regardless of any action taken by the Company or OptioneeExecutive’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to the Equalization Payment and legally applicable to Executive (“Tax-Related Items”), Optionee Executive acknowledges that the ultimate liability for all Tax-Related Items is and remains OptioneeExecutive’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Executive further acknowledges that the Company and/or the Employer (ix) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting Equalization Payment (or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the any portion thereof) or Executive’s receipt of any dividendsthereof; and (iiy) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Agreement or the Option Equalization Payment to reduce or eliminate OptioneeExecutive’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting the foregoingFurther, the Company specifically disclaims any representation or guarantee if Executive has become subject to tax in more than one jurisdiction, Executive acknowledges that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (or former employer, as applicable) may be required to satisfy all withholding and payment on withhold or account obligations of the Company and/or the Employerfor Tax-Related Items in more than one jurisdiction.
ii. In this regard, Optionee Executive authorizes the Company and/or or its agent to satisfy the Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by Optionee withholding cash amounts from Optionee’s wages the Equalization Payment (or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the sharesany portion thereof). Alternatively, or in addition, if permissible under local law, the The Company may (i) sell withhold or arrange for the sale of shares that Optionee acquires to meet the withholding obligation account for Tax-Related ItemsItems by considering applicable minimum statutory withholding amounts, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum maximum withholding amountrates or other applicable withholding rates.
iii. Finally, Optionee Executive shall pay to the Company or the Employer Employer, as applicable, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee’s participation in the Plan Equalization Payment (or Optionee’s purchase of shares any portion thereof) that cannot be satisfied by the means previously described. The Company may refuse to honor pay the exercise and refuse to deliver the shares Equalization Payment (or any portion thereof) if Optionee Executive fails to comply with his or her Executive’s obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Tax Equalization Agreement (Moneygram International Inc)
Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company or Optionee’s your employer (the “Employer”) takes with respect to any or all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insurancecontributions, payroll tax, payment on account tax or other tax-related withholding items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains Optionee’s your responsibility and may exceed the amount actually withheld by the Company or your employer. You further acknowledge that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOptions, including the grant, vesting or exercise of the OptionOptions, the subsequent sale of shares of Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Options to reduce or eliminate Optionee’s your liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if you become subject to tax in more than one jurisdiction between the foregoingdate of grant and the date of any relevant taxable event, you acknowledge that the Company specifically disclaims any representation and/or your employer (or guarantee that this Option will qualify former employer, as an Incentive Stock Option under Section 422 of the Internal Revenue Code, applicable) may be required to withhold or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this OptionTax-Related Items in more than one jurisdiction. Prior to exercise of the Optionany relevant tax withholding event, Optionee shall you will pay or make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all withholding and payment on account Tax-Related Items obligations of the Company and/or the Employeryour employer. In this regard, Optionee authorizes you authorize the Company and/or the Employer your employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company and/or the Employer or from proceeds of the sale of the sharesyour employer. Alternatively, or in addition, if permissible under local law, the Company or your employer may (i) sell or arrange for withhold from proceeds of the sale of shares that Optionee acquires of Stock acquired upon exercise of the Options either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to meet the withholding obligation for Tax-Related Itemsthis authorization), and/or (ii) withhold in sharesshares of Stock to be issued upon exercise of the Options. To avoid negative accounting treatment, provided that the Company only withholds may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the amount Tax-Related Items obligation is satisfied by reducing the number of shares necessary of Stock issued upon exercise of the Options, you are deemed to satisfy have been issued the minimum withholding amountfull number of shares subject to the Options, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. Finally, Optionee shall you will pay to the Company or the Employer your employer any amount of Tax-Related Items that the Company or the Employer your employer may be required to withhold as a result of Optionee’s your participation in the Plan or Optionee’s your purchase of shares of Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Stock or the proceeds of the sale of shares to you if Optionee fails you fail to comply with his or her your obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Stock Option Agreement (Coca-Cola Enterprises, Inc.)
Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or Optioneeor, if different, Participant’s employer or any Parent or Subsidiary to which Participant is providing services (together, the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related ItemsService Recipients”), Optionee acknowledges that the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all Taxfederal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-Related Items related items related to Participant’s participation in the Plan and legally applicable to Participant, (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains OptioneeParticipant’s sole responsibility and may exceed the amount actually withheld by the applicable Service Recipient(s). Participant further acknowledges that the Company and/or the Employer no Service Recipient (iA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the Option grantOption, including including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividends; dividends or other distributions, and (iiB) do not commit makes any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate OptioneeParticipant’s liability for Tax-Related ItemsTax Obligations or achieve any particular tax result. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in additionFurther, if permissible under local lawParticipant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Itemsas applicable, and/or (ii) withhold in shares, provided Participant acknowledges that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finallyapplicable Service Recipient(s) (or former employer, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer as applicable) may be required to withhold as a result or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of Optionee’s participation in any required Tax Obligations hereunder at the Plan or Optionee’s purchase time of shares the applicable taxable event, Participant acknowledges and agrees that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionShares.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or the Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Optionee’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee him or her from Optionee’s wages or other cash compensation paid to Optionee him or her by the Company and/or the Employer or from proceeds of the sale of the sharesshares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may (i1) sell or arrange for the sale of shares of Common Stock that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in sharesshares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Optionee fails to comply with his or her Optionee’s obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Responsibility for Taxes. Regardless a. Irrespective of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or , the Optionee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), is and remains the responsibility of the Optionee or the Optionee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Optionee acknowledges and understands that the ultimate liability for all requirements with respect to the Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations may change from time to time as applicable laws or undertakings regarding the treatment of interpretations change.
b. Prior to any Tax-Related Items in connection with any aspect of the Option grantrelevant taxable or tax withholding event, including the grant, vesting or exercise of the Optionas applicable, the subsequent sale of shares acquired pursuant Optionee agrees to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, the Optionee authorizes the Company and/or Company, the Employer Employer, and their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable withholding obligations by Optionee one or a combination of the following:
i. withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer Employer, or any other payment of any kind otherwise due to the Optionee by the Company and/or the Employer; or
ii. withholding from proceeds of the sale of shares of Stock acquired upon exercise of the sharesOption, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or
iii. Alternativelyretention of or withholding in shares of Stock to be issued upon exercise of the Option having a Fair Market Value that is sufficient to satisfy the Tax-Related Items. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, or including maximum applicable rates. Form approved July 2022 3
c. Notwithstanding the foregoing in additionSection 11(b) of the Agreement, if permissible under local lawthe Optionee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company may (i) sell will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or arrange for the sale of shares that Optionee acquires to meet has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 11(b)(i) and (ii) above.
d. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Stock, and/or (ii) withhold in sharesfor tax purposes, provided that the Company only withholds Optionee is deemed to have been issued the full amount of shares necessary Stock subject to satisfy the minimum withholding amount. FinallyOption, notwithstanding that an amount of Stock is retained solely for the purpose of paying the Tax-Related Items.
e. In addition, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items.
f. The Optionee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Stock upon exercise of the Option, the subsequent sale of Stock acquired pursuant to such exercise and the receipt of any dividends following the issuance of Stock upon the exercise of the Option; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as described applicable) may be required to withhold or account for Tax-Related Items in this sectionmore than one jurisdiction.
Appears in 1 contract
Samples: Stock Option Agreement (Sysco Corp)
Responsibility for Taxes. Regardless of any action taken by the Company P&G or Optionee’s employer (the “Employer”) my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items is and remains Optionee’s my responsibility and that the Company P&G and/or the my Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option option or RSU grant, including the grant, vesting or exercise of the Optionoption, settlement of the shares from the RSU, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividendsdividends or the potential impact of current or future tax legislation in any jurisdiction; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option option or RSU to reduce or eliminate Optionee’s my liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionoption or settlement of the shares from the RSU, Optionee I shall pay or make adequate arrangements satisfactory to the Company P&G and/or the my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or the my Employer. In this regard, Optionee authorizes the Company I authorize P&G and/or the my Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s my wages or other cash compensation paid to Optionee me by the Company P&G and/or the my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company P&G may (i1) sell or arrange for the sale of shares that Optionee acquires I acquire to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in shares, provided that the Company P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee I shall pay to the Company P&G or the my Employer any amount of Tax-Related Items that the Company P&G or the my Employer may be required to withhold as a result of Optionee’s my participation in the Plan or Optionee’s my purchase of shares that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares if Optionee fails I fail to comply with his or her my obligations in connection with the Tax-Related Items as described in this section. [INSERT DATE] [INSERT NAME] This is to advise you that The Procter & Xxxxxx Company, an Ohio corporation, is awarding you with Restricted Stock Units, on the dates and in the amounts listed below, pursuant to The Procter & Xxxxxx 2001 Stock and Incentive Compensation Plan, and subject to the attached Statement of Terms and Conditions Form RTD. Grant Date: [INSERT DATE OF XXXXX] Forfeiture Date: [INSERT DATE FORFEITURE ENDS] Original Settlement Date: [INSERT DATE RSUs BECOME SHARES] Number of Restricted Stock Units: [INSERT NUMBER GRANTED] Paragraph 3(a) of Statement of Terms and Conditions Form RTD [is/is not] waived. As you will see from the Statement of Terms and Conditions Form RTD, under certain circumstances you may agree with The Procter & Xxxxxx Company to delay the settlement of your Restricted Stock Units beyond the Original Settlement Date. You may want to consult your personal tax advisor before making a decision about this matter. THE PROCTER & XXXXXX COMPANY Xxxxx X. Xxxxxxx, Secretary For the Compensation Committee o I legal action related to this Award of Restricted Stock Units may be brought in any federal or state court located in Xxxxxxxx County, Ohio, USA, and I hereby accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award of Restricted Stock Units.
Appears in 1 contract
Samples: Stock and Incentive Compensation Plan (Procter & Gamble Co)
Responsibility for Taxes. Regardless of any action taken by Ashland, or any of its Affiliates, including the Company or Optionee’s employer (the “Employer”) , takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to the Award (“Tax-Related Items”), Optionee the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains Optioneethe Participant’s responsibility and that Ashland and its Affiliates, including the Company and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantAward, including the grant, vesting or exercise grant of the OptionPerformance Units, the subsequent sale vesting of shares acquired pursuant to such exercise the Performance Units and the receipt any payments in settlement of any dividends; vested Performance Units, and (iib) do not commit to structure the terms of the grant or any aspect of the Option Performance Units to reduce or eliminate Optioneethe Participant’s liability for Tax-Related Items. Without limiting Prior to the foregoing, delivery of any cash payment upon the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 vesting of the Internal Revenue CodeParticipant’s Performance Units, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status Participant’s country of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company residence (and/or the Employer to satisfy all withholding and payment on account obligations country of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in additionemployment, if permissible under local law, the Company may (idifferent) sell or arrange for the sale requires withholding of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) the Employer shall withhold in sharesa portion of the cash payment sufficient to pay the Tax-Related Items required to be withheld. Alternatively, provided that the Company only withholds Employer may withhold the amount of shares necessary Tax-Related Items required to satisfy be withheld from the minimum withholding amount. Finally, Optionee shall pay Participant’s regular salary/wages or any other amounts payable to the Company Participant. In the event the withholding requirements are not satisfied through the withholding from the cash payment attributable to the vested Performance Units or through the Participant’s regular salary and/or wages or any other amounts payable to the Participant, no payment will be issued to the Participant (or the Employer Participant’s estate) upon the vesting of the Performance Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any amount of Tax-Related Items that the Company Ashland or the Employer determines, in its sole discretion, must be withheld or collected with respect to such Performance Units. If the Participant relocates to another jurisdiction during the lifetime of the Performance Units, the Participant shall be responsible for notifying Ashland of such relocation and shall be responsible for compliance with all applicable tax requirements. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges and agrees that the Employer and/or other Affiliates may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the account for Tax-Related Items in more than one jurisdiction. By accepting this Award, the Participant expressly and explicitly consents to the withholding methods as described in this sectionprovided for hereunder. All other Tax-Related Items related to the Performance Units shall be the Participant’s sole responsibility.
Appears in 1 contract
Samples: Performance Unit Award Agreement (Ashland Global Holdings Inc)
Responsibility for Taxes. Regardless of any action taken by Ashland, or any of its Affiliates, including the Company or Optionee’s employer (the “Employer”) , takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to the Award (“Tax-Related Items”), Optionee the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains Optioneethe Participant’s responsibility and that Ashland and its Affiliates, including the Company and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantAward, including the grant, vesting or exercise grant of the OptionPSUs, the subsequent sale vesting of shares acquired pursuant to such exercise the PSUs and the receipt any payments in settlement of any dividends; vested PSUs, and (iib) do not commit to structure the terms of the grant or any aspect of the Option PSUs to reduce or eliminate Optioneethe Participant’s liability for Tax-Related Items. Without limiting Prior to the foregoing, delivery of any cash payment upon the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 vesting of the Internal Revenue CodeParticipant’s PSUs, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status Participant’s country of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company residence (and/or the Employer to satisfy all withholding and payment on account obligations country of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in additionemployment, if permissible under local law, the Company may (idifferent) sell or arrange for the sale requires withholding of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) the Employer shall withhold in sharesa portion of the cash payment sufficient to pay the Tax-Related Items required to be withheld. Alternatively, provided that the Company only withholds Employer may withhold the amount of shares necessary Tax-Related Items required to satisfy be withheld from the minimum withholding amount. Finally, Optionee shall pay Participant’s regular salary/wages or any other amounts payable to the Company Participant. In the event the withholding requirements are not satisfied through the withholding from the cash payment attributable to the vested PSUs or through the Participant’s regular salary and/or wages or any other amounts payable to the Participant, no payment will be issued to the Participant (or the Employer Participant’s estate) upon the vesting of the PSUs unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any amount of Tax-Related Items that the Company Ashland or the Employer determines, in its sole discretion, must be withheld or collected with respect to such PSUs. If the Participant relocates to another jurisdiction during the lifetime of the PSUs, the Participant shall be responsible for notifying Ashland of such relocation and shall be responsible for compliance with all applicable tax requirements. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges and agrees that the Employer and/or other Affiliates may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the account for Tax-Related Items in more than one jurisdiction. By accepting this Award, the Participant expressly and explicitly consents to the withholding methods as described in this sectionprovided for hereunder. All other Tax-Related Items related to the PSUs shall be the Participant’s sole responsibility.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) P&G takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items is and remains Optionee’s my responsibility and that the Company and/or the Employer P&G (i1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Award, including the grantissuance, vesting or exercise of the Optionexercise, settlement, the subsequent sale of shares acquired pursuant to such exercise and acquired, the receipt of any dividendsdividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (ii2) do does not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Optionee’s my liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise or settlement of the Optionan Award, Optionee I shall pay or make adequate arrangements satisfactory to the Company and/or the Employer P&G to satisfy all withholding and payment on account obligations of the Company and/or the Employer. P&G. In this regard, Optionee authorizes the Company and/or the Employer I authorize P&G to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s my wages or other cash compensation paid to Optionee me by the Company and/or the Employer P&G or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company P&G may (i1) sell or arrange for the sale of shares that Optionee acquires I acquire to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in shares, provided that the Company P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee I shall pay to the Company or the Employer P&G any amount of Tax-Related Items that the Company or the Employer P&G may be required to withhold as a result of Optionee’s my participation in the Plan or Optionee’s my purchase of shares that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares if Optionee fails I fail to comply with his or her my obligations in connection with the Tax-Related Items as described in this section. Subject: RESTRICTED STOCK UNIT SERIES RTN2 In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Grant Date: <GRANT DATE> Stock Price on Grant Date: <XXXXX XXXXX> Number of Restricted Stock Units: <SHARES1> Vest Date: <VEST DATE 1> Settlement Date: See Payment and Vesting Details Below Number of Restricted Stock Units: <SHARES2> Vest Date: <VEST DATE 2> Settlement Date: See Payment and Vesting Details Below This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments, and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [_______] for assistance.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (PROCTER & GAMBLE Co)
Responsibility for Taxes. Regardless As a condition to the grant, vesting and exercise of the option, regardless of any action taken by the Company or Optionee’s employer (the “Employer”) any Subsidiary or Affiliate takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“the Tax-Related Items”), Optionee the Employee hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains Optioneethe Employee’s responsibility and that the Company and/or the Employer and its Subsidiaries and Affiliates (i1) make no representations or undertakings regarding the treatment of any the Tax-Related Items in connection with any aspect of the Option option grant, including the grant, vesting or exercise of the Option, option and the subsequent immediate sale of shares Shares acquired pursuant to such exercise and the receipt of any dividendsexercise; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Optioneethe Employee’s liability for Tax-Related Itemsany required withholding or taxes due. Without limiting Employee also agrees that he or she will not make any claim against the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue CodeCompany, or if any of its Directors, Employees or Subsidiaries or Affiliates related to tax liabilities arising from this option. The Employee further acknowledges and agrees that the Option initially so qualifies, Employee is solely responsible for filing all relevant documentation that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory may be required in relation to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable option or any Tax-Related Items legally payable by Optionee from Optionee’s wages other than filings or other cash compensation paid to Optionee by documentation that is the specific obligation of the Company and/or or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the Employer grant, vesting or from proceeds exercise of the option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the sharesreceipt of any dividends. Alternatively, The Employee also understands that applicable laws may require varying Share or in addition, if permissible under local law, the Company may (i) sell or arrange option valuation methods for the sale purposes of shares that Optionee acquires to meet the withholding obligation for calculating Tax-Related Items, and/or (ii) withhold in shares, provided that and the Company only withholds the amount and its Subsidiaries and Affiliates assume no responsibility or liability in relation to any such valuation or for any calculation or reporting of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company income or the Employer any amount of Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or the Employer any Subsidiary or Affiliate may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the account for Tax-Related Items as described in this sectionmore than one jurisdiction.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Varex Imaging Corp)
Responsibility for Taxes. Regardless of any action taken by the Company or the Optionee’s employer (the “Employer”) takes with respect to any or and all income tax, social insuranceprimary and secondary Class 1 National Insurance contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the Optionee’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting vesting, exercise, assignment, release or exercise cancellation of the Option, the subsequent sale of shares Common Shares acquired pursuant to such the exercise of the Option and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 As a condition of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of exercising the Option, the Optionee shall agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerEmployer by the Due Date, which is 90 days, or such other period as required under U.K. law, after the grant, vesting, exercise, assignment, release or cancellation of this Option (the “Chargeable Event”). In this regard, the Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Optionee from Optionee’s his or her wages or other cash compensation paid to the Optionee by the Company and/or the Employer or from proceeds of the sale of the sharesCommon Shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares Common Shares that the Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, the Optionee shall will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in with respect to the Plan or Optionee’s purchase of shares Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made by the Due Date, the Optionee agrees that the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Optionee to the Employer, effective on the Due Date. The Optionee agrees that the loan will bear interest at the then-current Inland Revenue Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may refuse recover it at any time thereafter by any of the means referred to honor above. If any of the exercise and refuse to deliver foregoing methods of collection are not allowed under applicable law or if the shares if Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items as described in this sectionParagraph 6, the Company may refuse to honor the exercise and to deliver the Common Shares acquired under the Plan.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) Employer takes with respect to any or and all income tax, social insuranceinsurance (including Primary or Secondary Class 1 National Insurance Contributions), payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges you hereby acknowledge and agree that the ultimate liability for any and all Tax-Related Items is and remains Optionee’s your responsibility and liability and that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Option grant, including the grant, vesting or exercise of the Option, Option and the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividendsOption Shares; and (iib) do not commit to structure the terms of the grant or any aspect of the this Option to reduce or eliminate Optionee’s your liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims Items or achieve any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own particular tax advisor regarding the status of and tax treatment for this Optionresult. Prior to exercise of the this Option, Optionee you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company and/or the Employer or from proceeds of the sale of Common Shares upon exercise of the sharesOption. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares Common Shares that Optionee acquires you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesCommon Shares, provided that the Company only withholds the amount of shares Common Shares necessary to satisfy the minimum withholding amountrequirement. Any estimated withholding which is not required in satisfaction of any Tax-Related Items will be repaid to you by the Company and/or Employer within a reasonable time and without interest. Finally, Optionee you shall pay to the Company or and/or the Employer any amount of any Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s your participation in the Plan or Optionee’s your purchase of shares Option Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver of the shares Option if Optionee fails you fail to comply with his or her your obligations in connection with the Tax-Related Items as described in this sectionSection.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s 's employer (the “"Employer”") with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“"Tax-Related Items”"), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s 's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s 's liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s 's wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s 's participation in the Plan or Optionee’s 's purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Samples: Stock Option Agreement (Adc Telecommunications Inc)
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Adc Telecommunications Inc)
Responsibility for Taxes. Regardless a. Irrespective of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or , the Optionee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), is and remains the responsibility of the Optionee or the Optionee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Optionee acknowledges and understands that the ultimate liability for all requirements with respect to the Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations may change from time to time as applicable laws or undertakings regarding the treatment of interpretations change.
b. Prior to any Tax-Related Items in connection with any aspect of the Option grantrelevant taxable or tax withholding event, including the grant, vesting or exercise of the Optionas applicable, the subsequent sale of shares acquired pursuant Optionee agrees to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, the Optionee authorizes the Company and/or Company, the Employer Employer, and their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable withholding obligations by Optionee one or a combination of the following:
i. withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer Employer, or any other payment of any kind otherwise due to the Optionee by the Company and/or the Employer; or
ii. withholding from proceeds of the sale of Stock acquired upon exercise of the shares. AlternativelyOption, either through a voluntary sale or in addition, if permissible under local law, through a mandatory sale arranged by the Company may (i) sell on the Optionee’s behalf pursuant to this authorization without further consent); or
iii. retention of or arrange for withholding in Stock to be issued upon exercise of the sale Option having a Fair Market Value not in excess of shares that Optionee acquires to meet the minimum withholding amount.
c. If the obligation for Tax-Related ItemsItems is satisfied by withholding in Stock, and/or (ii) withhold in sharesfor tax purposes, provided that the Company only withholds Optionee is deemed to have been issued the full amount of shares necessary Stock subject to satisfy the minimum withholding amount. FinallyOption, notwithstanding that an amount of Stock was retained solely for the purpose of paying the Tax-Related Items.
d. In addition, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Stock or the proceeds of the sale of Stock, if the Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items.
e. The Optionee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Stock upon exercise of the Option, the subsequent sale of Stock acquired pursuant to such exercise and the receipt of any dividends and/or dividend equivalents following the issuance of Stock upon the exercise of the Option; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as described applicable) may be required to withhold or account for Tax-Related Items in this sectionmore than one jurisdiction.
Appears in 1 contract
Samples: Stock Option Agreement (Sysco Corp)
Responsibility for Taxes. Regardless The Optionee acknowledges that, regardless of any action taken by the Company or Optionee’s employer (Company, the “Employer”) with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-taxrelated items related withholding to the Optionee’s participation in the Plan and legally applicable or deemed legally applicable to the Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Optionee’s responsibility and may exceed the amount, if any, actually withheld by the Company. The Optionee further acknowledges that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Share Option, including including, but not limited to, the grant, vesting or exercise of the this Share Option, the subsequent sale of shares Ordinary Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the this Share Option to reduce or eliminate the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if the foregoingOptionee is or becomes subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company specifically disclaims any representation may be required to withhold or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this Option. Tax-Related Items in more than one jurisdiction.
(a) Prior to exercise of any relevant taxable or tax withholding event, as applicable, the Option, Optionee shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer (or its designated agent) to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items legally payable by Optionee withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares acquired upon exercise of the sharesShare Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee's behalf pursuant to this authorization without further consent). As of the date hereof, the Optionee certifies that this Agreement is entered into in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act or any other securities laws.
(b) Alternatively, the Company (or in additionits designated agent), if permissible under local at its discretion, is authorized to satisfy any applicable withholding obligations with regard to all Tax-Related Items by (i) withholding from the Optionee's cash compensation payable to the Optionee by the Company; or (ii) any other method of withholding determined by the Company and permitted by applicable law.
(c) Depending on the withholding method, the Company may (i) sell withhold or arrange for the sale of shares that Optionee acquires to meet the withholding obligation account for Tax-Related ItemsItems by considering statutory withholding amounts or other applicable withholding rates, and/or including maximum rates applicable in the Optionee's jurisdiction(s). In the event of over-withholding, the Optionee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Ordinary Shares), or if not refunded, the Optionee may seek a refund from local tax authorities. In the event of under-withholding, the Optionee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company.
(d) While this Agreement is in effect, the Optionee agrees (i) not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Agreement (including, without limitation, with respect to any securities convertible or exchangeable into Ordinary Shares) and (ii) withhold in sharesnot to attempt to exercise any influence over how, provided that when or whether to effect the Company only withholds the amount withholding and sale of shares necessary Ordinary Shares pursuant to satisfy the minimum withholding amountthis Paragraph 5. Finally, The Optionee shall agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Ordinary Shares, or the proceeds of the sale of Ordinary Shares, if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Optionee’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to the exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s his or her wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the sharesShares. Alternatively, or in addition, if permissible under local law, the Company may (i1) sell or arrange for the sale of shares Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in sharesShares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares Shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Responsibility for Taxes. Regardless of You hereby acknowledge and agree that the ultimate liability for any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or and all income tax, social insurance, insurance and payroll tax, payment on account or other tax-related tax withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains Optionee’s your responsibility and liability and that the Company Sun and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option option grant, including the grant, vesting or exercise of the Option, option and the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividendsexercise; and (iib) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Optionee’s your liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionoption, Optionee you shall pay or make adequate arrangements satisfactory to the Company Sun and/or the Employer to satisfy all withholding and payment on account obligations of the Company Sun and/or the Employer. In this regard, Optionee authorizes the Company you authorize Sun and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company Sun and/or the Employer or from proceeds of the your sale of the sharesproceeds. Alternatively, or in addition, if permissible under local law, the Company Sun may (i) sell or arrange for the sale of shares Shares that Optionee acquires you are due to acquire to meet the minimum withholding obligation for Tax-Tax Related Items, and/or (ii) withhold . Any estimated withholding which is not required in shares, provided that the Company only withholds the amount satisfaction of shares necessary any Tax Related Items will be repaid to satisfy the minimum withholding amountyou by Sun or Employer. Finally, Optionee you shall pay to the Company Sun or the Employer any amount of Tax-any Tax Related Items that the Company Sun or the Employer may be required to withhold as a result of Optionee’s your participation in the Plan or Optionee’s your purchase of shares Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionDATE OF GRANT: <GRANT_DATE> SUN MICROSYSTEMS, INC.
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement (Sun Microsystems, Inc.)
Responsibility for Taxes. Regardless of any action taken by (a) Optionee authorizes the Company or and/or the Optionee’s employer (the “Employer”) with respect or their respective agents, at their discretion, to satisfy any or all income tax, social insurance, payroll tax, payment on account or other tax-obligations related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all to Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations by one or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect a combination of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and following: (ii1) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or Employer; (2) withholding from proceeds of the sale of Shares acquired upon exercise of the sharesOption either through a voluntary sale (specifically including where this Option is exercised in accordance with Section 3(c) above) or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization); or (3) withholding of Shares that would otherwise be issued upon exercise of the Option. Alternatively, or in addition, if permissible To avoid financial accounting charges under local lawapplicable accounting guidance, the Company may (i) sell withhold or arrange for the sale of shares that Optionee acquires to meet the withholding obligation account for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary Items by considering applicable minimum statutory withholding rates or may take any other action required to satisfy the minimum withholding amountavoid financial accounting charges under applicable accounting guidance. Finally, Optionee shall must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of the Shares if Optionee fails to comply with his or her Optionee’s obligations in connection with the Tax-Related Items as described in this sectionSection 6(a).
(b) Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Optionee becomes subject to taxation in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Appears in 1 contract
Responsibility for Taxes. (a) Regardless of any action taken by the Company or Optionee’s employer (and/or the “Employer”) Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding items arising out of Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer. Optionee further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of shares acquired Shares purchased pursuant to such exercise and the receipt of any dividends; and (iib) do not commit and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if Optionee has become subject to tax in more than one jurisdiction between the foregoinggrant date and the date of any relevant taxable event, Optionee acknowledges that the Company specifically disclaims any representation and/or the Employer (or guarantee that this Option will qualify former employer, as an Incentive Stock Option under Section 422 of the Internal Revenue Code, applicable) may be required to withhold or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this Option. Tax-Related Items in more than one jurisdiction.
(b) Prior to exercise of the Optionrelevant taxable or tax withholding event, as applicable, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold all applicable satisfy the Tax-Related Items legally payable by Optionee one or a combination of the following: (i) withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or Company, the Employer and any Subsidiary or Affiliate; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the shares. Alternatively, Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization); or (iii) withholding in addition, if permissible under local lawShares to be issued at exercise of the Option.
(c) To avoid any negative accounting treatment, the Company may (i) sell withhold or arrange account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares, and/or for tax purposes, Optionee is deemed to have been issued the full number of Shares subject to the exercised Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee’s participation in the Plan.
(iid) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously describeddescribed in this section. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds from the sale of Shares, if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Responsibility for Taxes. Regardless The parties hereto recognize that any of any action taken by the Company or Optionee’s employer (the “Employer”) or the Company Group may be obligated to withhold federal, state and/or local income taxes and social insurance taxes in connection with the Optionee’s participation in the Plan. Regardless of any action the Company Group takes with respect to any or all income tax, social insurance, payroll tax, payment on account obligation or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and that the Company and/or the Employer Group (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, the Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer Group to satisfy all withholding and payment on account obligations of the Company and/or the EmployerGroup. In this regard, the Optionee authorizes the Company and/or the Employer Group to withhold all applicable Tax-Related Items legally payable by the Optionee from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer Group or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company Group may (i1) sell or arrange for the sale of shares that the Optionee acquires to meet the withholding and payment on account obligation for Tax-Related Items, and/or (ii2) withhold in shares, provided that the Company Group only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, the Optionee shall pay to the Company or the Employer Group any amount of Tax-Related Items that the Company or the Employer Group may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if the Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items as described in this section. Any taxes payable on the transfer of securities or any other taxes payable in connection with the grant of the Options shall be paid by the Optionee, and none of the Company Group shall have any responsibility to the Optionee for any such amounts.
Appears in 1 contract
Samples: Share Subscription Option Grant Agreement (Trend Micro Inc)
Responsibility for Taxes. Regardless You are advised to review with your own tax advisors the Federal, state, local and, if applicable, non-U.S. tax consequences of the transactions contemplated by the Options. You are relying solely on such advisors and are not relying in any action taken by part on any statement or representation of the Company or Optionee’s employer (any of its agents. Neither the “Employer”) with respect to Company nor any or all Affiliate shall be responsible for withholding any income tax, social insurancesecurity, payroll taxunemployment, payment on account disability insurance or other tax-related withholding tax obligations that become legally due by Director in connection with any aspect of the Options, including the grant, vesting or exercise of the Options or sale of the underlying Shares (“Tax-Related Items”), Optionee acknowledges that . You are solely responsible for timely reporting all income derived from the ultimate liability for Options on your personal tax return and paying all Tax-Related Items is Items, and remains Optionee’s responsibility shall indemnify the Company and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the Company or any Affiliate to pay any Tax-Related Items. Notwithstanding the foregoing, in the event that the Company or any Affiliate has any obligation to withhold Tax-Related Items under any applicable law, you authorize the Company and/or an Affiliate, or their respective agents, at their discretion, to satisfy the Employer obligations with regard to all Tax-Related items by one or a combination of the following: (i) make withholding from any cash compensation paid to you by the Company; or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization). You further acknowledge that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOptions, including including, but not limited to, the grant, vesting or exercise of the OptionOptions, the issuance of Shares upon exercise, the subsequent sale of shares Shares acquired pursuant to such exercise issuance and the receipt of any dividends; and (ii) do does not commit to and is under no obligation to structure the terms of the grant Options or any aspect of the Option Options to reduce or eliminate Optionee’s your liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims Items or achieve any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own particular tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionresult.
Appears in 1 contract
Responsibility for Taxes. Regardless of You hereby acknowledge and agree that the ultimate liability for any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or and all income tax, social insurance, insurance and payroll tax, payment on account or other tax-related tax withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains Optionee’s your responsibility and liability and that the Company Sun and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option option grant, including the grant, vesting or exercise of the Option, option and the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividendsexercise; and (iib) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Optionee’s your liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionoption, Optionee you shall pay or make adequate arrangements satisfactory to the Company Sun and/or the Employer to satisfy all withholding and payment on account obligations of the Company Sun and/or the Employer. In this regard, Optionee authorizes the Company you authorize Sun and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company Sun and/or the Employer or from proceeds of the your sale of the sharesproceeds. Alternatively, or in addition, if permissible under local law, the Company Sun may (i) sell or arrange for the sale of shares Shares that Optionee acquires you are due to acquire to meet the minimum withholding obligation for Tax-Tax Related Items, and/or (ii) withhold . Any estimated withholding which is not required in shares, provided that the Company only withholds the amount satisfaction of shares necessary any Tax Related Items will be repaid to satisfy the minimum withholding amountyou by Sun or Employer. Finally, Optionee you shall pay to the Company Sun or the Employer any amount of Tax-any Tax Related Items that the Company Sun or the Employer may be required to withhold as a result of Optionee’s your participation in the Plan or Optionee’s your purchase of shares Shares that cannot be satisfied by the means previously described. The Company may refuse DATE OF GRANT: <GRANT_DATE> SUN MICROSYSTEMS, INC. Xxxxxxx Xxxxxx Sr. Vice President, General Counsel & Secretary You acknowledge that the Plan and a prospectus relating to honor the exercise Plan are available for review on the Sun Global Stock Plan Services web page, located at xxxx://xxxxxxxxxx.xxxx.xxx.xxx/SPA/index.html, and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection represent that you are familiar with the Tax-Related Items terms and provisions thereof, and hereby accept this option subject to all of the terms and provisions thereof. You hereby agree to accept as described binding, conclusive and final all decisions or interpretations of the Board or of the Committee upon any questions arising under the Plan. You further acknowledge that nothing in this section.agreement constitutes a contract of employment between you and Sun, including its Subsidiaries and affiliates, and that each reserves the right to terminate the employment relationship at any time and for any reason where allowed by local laws. OPTIONEE’S SIGNATURE DATE SIGNED (DD/MM/YY) Exhibit A SUN MICROSYSTEMS, INC. NON STATUTORY STOCK OPTION AGREEMENT Special Provisions for Non Statutory Stock Options in Countries Outside the U.S. This Exhibit includes special terms applicable to Optionees in the countries below. Capitalized terms used but not defined herein will have the same meanings assigned to them in the Plan and the Agreement. If the terms in this Exhibit are contrary to the Plan or Agreement, the terms of this Exhibit shall govern. Please note that the information below may relate to your exchange control obligations. Compliance with such obligations is your responsibility and neither Sun nor the Employer accepts any responsibility for such compliance. Also, exchange control regulations are subject to change. As a result, you should consult with your advisor before sending/receiving funds to the U.S. or before selling Shares. China METHOD OF PAYMENT: Payment of the purchase price may only be made by transacting a “same-day sale” - thereby executing a “cashless” option exercise. India: METHOD OF PAYMENT: Payment of the purchase price may only be made by transacting a “same-day sale” - thereby executing a “cashless” option exercise. Netherlands: METHOD OF PAYMENT: You voluntarily elect to exercise this option using a “cashless” method of exercise. All shares purchased upon exercise of this option will be immediately sold in a “same day sale” and you will receive proceeds from the sale of the shares, less the Option Price and any applicable fees, taxes or other withholdings. Switzerland:
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement
Responsibility for Taxes. Regardless By accepting this grant, you also acknowledge that, regardless of any action taken by the Company or Optionee’s your employer (the “Employer”) takes with respect to any or all income tax, social insurancePrimary or Secondary Class 1 National Insurance Contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains Optionee’s your responsibility and that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantApproved Options, including the grant, vesting or exercise of the OptionApproved Options, the subsequent sale of shares of Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Approved Options to reduce or eliminate Optionee’s your liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims Items or achieve any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own particular tax advisor regarding the status of and tax treatment for this Optionresult. Prior to and as a condition of the exercise of the OptionApproved Options, Optionee shall you will pay or make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all withholding and payment on account obligations of the Company and/or the Employeryour employer. In this regard, Optionee authorizes you authorize the Company and/or the Employer your employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company and/or the Employer your employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local UK law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall you will pay to the Company or the Employer your employer any amount of Tax-Related Items that the Company or the Employer your employer may be required to withhold as a result of Optionee’s your participation in the Plan and the Subplan or Optionee’s your purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Stock or the proceeds of the sale of shares to you if Optionee fails you fail to comply with his or her your obligations in connection with the Tax-Related Items as described Items. You agree and authorize that any withholding, deduction or payment indicated above must occur within 90 days after any tax liability arises in this sectionconnection with the Approved Options (the “Due Date”). In the event that the Company and/or your employer are unable to withhold or collect any income tax due by the Due Date, you agree that the amount of uncollected tax shall constitute a loan owed by you to your employer and interest will be charged at HM Revenue & Customs’ official rate of interest. You further agree that the loan will be immediately repayable and the Company and/or your employer may recover it at any time thereafter by any of the means referred to in the preceding paragraph. You also authorize the Company to withhold the transfer of any shares unless and until the loan is repaid in full.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) Parent Corporation or Subsidiary takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“"Tax-Related Items”"), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains Optionee’s his or her responsibility and that the Company and/or the Employer Parent Corporation or Subsidiary (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option option grant, including the grant, vesting or exercise of the Optionoption, the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate the Optionee’s 's liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionoption, the Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer Parent Corporation or Subsidiary to satisfy all withholding and payment on account obligations of the Company and/or the EmployerParent Corporation or Subsidiary. In this regard, the Optionee authorizes the Company and/or the Employer Parent Corporation or Subsidiary to withhold all applicable Tax-Related Items legally payable by the Optionee from Optionee’s his or her wages or other cash compensation paid to the Optionee by the Company and/or the Employer Parent Corporation or Subsidiary or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i1) sell or arrange for the sale of shares that the Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, the Optionee shall pay to the Company or the Employer Parent Corporation or Subsidiary any amount of Tax-Related Items that the Company or the Employer Parent Corporation or Subsidiary may be required to withhold as a result of the Optionee’s 's participation in the Plan or the Optionee’s 's purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Samples: Stock Option Agreement (Unica Corp)
Responsibility for Taxes. Regardless of By accepting this grant, the Optionee hereby irrevocably elects to satisfy any action taken taxes and social insurance contribution withholding required to be withheld by the Company or its Subsidiaries on the date of grant, vesting or exercise of the Option or delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (“Tax Liability”) by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to the Optionee upon exercise of the Option. If, for any reason, the Shares that would otherwise be deliverable to the Optionee upon exercise of the Option would be insufficient to satisfy the Tax Liability, the Company and any of its Subsidiaries are authorized to withhold an amount from the Optionee’s employer (the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account wages or other tax-related compensation sufficient to satisfy the Tax Liability. Furthermore, the Optionee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Apart from any withholding (“Tax-Related Items”)obligations that may apply to the Company and/or its Subsidiaries, the Optionee acknowledges and agrees that the ultimate liability responsibility for all Tax-Related Items the Tax Liability is and remains with the Optionee’s responsibility and that . The Optionee further acknowledges that: (x) the Company and/or the Employer (i) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting Tax Liability or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; (y) the Company and (ii) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, Tax Liability; and (z) the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own a tax advisor adviser regarding the status Tax Liability. The Optionee acknowledges that he or she may not participate in the Plan and the Company and its Subsidiaries shall have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the Optionee. It is recognized by both parties that, based on current U.S. laws, the difference between the Fair Market Value of and tax treatment for this Option. Prior to the Shares purchased upon exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to Option and the Company and/or the Employer to satisfy all withholding Exercise Price of such Shares generally will constitute ordinary taxable income for U.S. federal income and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under social security tax purposes and for most state and local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionincome tax purposes.
Appears in 1 contract
Responsibility for Taxes. Regardless The Optionee acknowledges that, regardless of any action taken by the Company or Optionee’s employer (Company, the “Employer”) with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee's participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Optionee’s responsibility and may exceed any amount actually withheld by the Company or Service Recipient if required by any applicable laws outside the United States. The Optionee further acknowledges that the Company and/or the Employer (i1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Stock Option, including including, but not limited to, the grant, vesting vesting, or exercise of the Stock Option, the subsequent sale of shares of Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the this Stock Option to reduce or eliminate the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if the foregoingOptionee is subject to Tax-Related Items in more than one jurisdiction, the Company specifically disclaims any representation or guarantee Optionee acknowledges that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or any current or former Service Recipient may be required to withhold or account for Tax-Related Items in jurisdiction(s) outside the Employer to satisfy all United States and may seek evidence of residency from the Optionee for purposes of operating such withholding and or payment on account obligations account. The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable laws outside of the United States. The Company and/or may take such action as it deems appropriate to ensure that all Tax-Related Items are withheld or collected from the EmployerOptionee, if and to the extent required by applicable law. In this regard, Optionee authorizes the Company and/or will have the Employer power and the right to withhold all applicable require the Optionee to remit to the Company, the amount necessary to satisfy the Tax-Related Items; provided that any obligations for Tax-Related Items legally payable by Optionee from Optionee’s wages may be satisfied in the manner in which the Option Exercise Price is permitted to be paid under Section 2 of this Agreement or any other cash compensation paid to Optionee method permitted by the Company and/or Plan, with the Employer exception that unless otherwise determined by the Administrator, shares of Stock may only be deducted or withheld from proceeds any shares of Stock deliverable under this Agreement pursuant to the election of the sale of Optionee. Depending on the shares. Alternatively, or in addition, if permissible under local lawwithholding method, the Company may (i) sell withhold or arrange for the sale of shares that Optionee acquires to meet the withholding obligation account for Tax-Related ItemsItems by considering maximum applicable rates, and/or (ii) withhold in shares, provided that which case the Company only withholds the Optionee will receive a refund of any over-withheld amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay in cash and will have no entitlement to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously describedCommon Stock equivalent. The Company may refuse to honor the exercise and refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Blueprint Medicines Corp)
Responsibility for Taxes. Regardless of any action taken by the Company or OptioneeEmployee’s actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Tax Related Items”), Optionee Employee acknowledges that the ultimate liability for all Tax-Tax Related Items legally due by Employee is and remains OptioneeEmployee’s responsibility and that the Company and/or the Employer Employee’s actual employer (i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Option grantRSUs, including the grant, vesting or exercise grant of the OptionRSUs, the vesting of RSUs, the conversion of the RSUs into Shares, the subsequent sale of shares any Shares acquired pursuant to such exercise at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option RSUs to reduce or eliminate Optioneethe Employee’s liability for Tax-Tax Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise the issuance of Shares upon vesting of RSUs or the Optionreceipt of an equivalent cash payment, Optionee Employee shall pay pay, or make adequate arrangements satisfactory to the Company and/or or the Employer Employee’s actual employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the EmployerEmployee’s actual employer. In this regard, Optionee Employee authorizes the Company and/or or the Employer Employee’s actual employer to withhold all applicable Tax-Tax Related Items legally payable by Optionee Employee from OptioneeEmployee’s wages or other cash compensation paid payable to Optionee Employee by the Company and/or or the Employer or from proceeds of the sale of the shares. AlternativelyEmployee’s actual employer may, or in additiontheir sole discretion, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires Shares to meet be issued on the vesting of RSUs to satisfy the withholding obligation for Tax-Related Itemsor payment on account obligation, and/or (ii) withhold in sharesShares, provided that the Company and the Employee’s actual employer shall withhold only withholds the amount of shares Shares necessary to satisfy the minimum withholding amount. Finally, Optionee Employee shall pay to the Company or the Employer Employee’s actual employer any amount of Tax-Tax Related Items that the Company or the Employer Employee’s actual employer may be required to withhold as a result of OptioneeEmployee’s participation in receipt of RSUs, the Plan vesting of RSUs, or Optionee’s purchase the conversion of shares vested RSUs to Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse deliver Shares to deliver the shares Employee if Optionee Employee fails to comply with his or her obligations Employee’s obligation in connection with the Tax-Tax Related Items as described in this sectionherein.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Check Point Software Technologies LTD)
Responsibility for Taxes. Regardless of any action taken by the Company Micro or OptioneeAwardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains OptioneeAwardee’s responsibility and that the Company Micro and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantRestricted Stock Award, including the grant, grant and vesting or exercise of the OptionRestricted Stock Award, the delivery of shares of Common Stock, the subsequent sale of shares of Common Stock acquired pursuant to such exercise the Restricted Stock Award and the receipt of any dividendsdividends or other distributions, if any; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option Restricted Stock Award to reduce or eliminate OptioneeAwardee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optiona taxable event, Optionee Awardee shall pay or make adequate arrangements satisfactory to the Company Micro and/or the Employer to satisfy all Tax-Related Items withholding and payment on account obligations of the Company Micro and/or the Employer. In this regard, Optionee if permissible under local law, Awardee authorizes the Company Micro and/or the Employer Employer, at their sole discretion and pursuant to withhold such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Optionee one or a combination of the following: (1) withholding from OptioneeAwardee’s wages or other cash compensation paid to Optionee Awardee by the Company Micro and/or the Employer or Employer; (2) withholding from proceeds of the sale of shares of Common Stock acquired pursuant to the shares. Alternatively, or in addition, if permissible under local law, the Company may Restricted Stock Award; (i3) sell or arrange arranging for the sale of shares that Optionee acquires of Common Stock acquired pursuant to meet the Restricted Stock Award (on Awardee’s behalf and at Awardee’s discretion pursuant to this authorization); or (4) withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesshares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Restricted Stock Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Restricted Stock Award. Finally, Optionee shall Awardee will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of OptioneeAwardee’s participation in the Plan or OptioneeAwardee’s purchase acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Optionee Awardee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Ingram Micro Inc)
Responsibility for Taxes. Regardless of any action taken by the Company or the Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOptions, including the grant, vesting or exercise of the OptionOptions, the subsequent sale of shares of Stock acquired pursuant to as a result of such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Options to reduce or eliminate the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Furthermore, if the foregoingOptionee has become subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Company specifically disclaims any representation or guarantee Optionee acknowledges that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (or former employer, as applicable) may be required to satisfy all withholding and payment on withhold or account obligations of the Company and/or the Employerfor Tax-Related in more than one jurisdiction. In this regard, The Optionee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Optionee one or a combination of the following: (i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired at exercise of the shares. AlternativelyOptions, either through a voluntary sale or in addition, if permissible under local law, through a mandatory sale arranged by the Company may (i) sell or arrange for on the sale of shares that Optionee acquires Optionee’s behalf pursuant to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amountthis authorization). Finally, The Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor issue or deliver shares of Stock or the exercise and refuse to deliver proceeds of the sale of shares of Stock if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Responsibility for Taxes. Regardless of any action taken by the Company Micro or Optionee’s Awardee's employer (the “"Employer”") takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related withholding (“"Tax-Related Items”"), Optionee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Optionee’s Awardee's responsibility and that the Company Micro and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantRestricted Stock Unit Award, including the grant, grant and vesting or exercise of the OptionRestricted Stock Unit Award, the subsequent sale of shares of Common Stock acquired pursuant to such exercise the Restricted Stock Unit Award and the receipt of any dividendsdividends or other distributions, if any; and (ii2) do not commit to structure the terms of the grant or any aspect of the Option Restricted Stock Award to reduce or eliminate Optionee’s Awardee's liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optiona taxable event, Optionee Awardee shall pay or make adequate arrangements satisfactory to the Company Micro and/or the Employer to satisfy all withholding and payment on account obligations of the Company Micro and/or the Employer. In this regard, Optionee Awardee authorizes the Company Micro and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee Awardee from Optionee’s Awardee's wages or other cash compensation paid to Optionee Awardee by the Company Micro and/or the Employer or from proceeds of the sale of the sharesshares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company Micro may (i1) sell or arrange for the sale of shares of Common Stock that Optionee Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii2) withhold in sharesshares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Optionee Awardee shall pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Optionee’s Awardee's participation in the Plan or Optionee’s purchase Awardee's acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Optionee Awardee fails to comply with his or her Awardee's obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Ingram Micro Inc)
Responsibility for Taxes. Regardless of By accepting this grant, the Optionee hereby irrevocably elects to satisfy any action taken taxes and social insurance contribution withholding required to be withheld by the Company or its Subsidiaries on the date of grant, vesting or exercise of the Option or delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (“Tax Liability”) by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares or cash in lieu thereof from the Optionee’s employer (wages or other compensation to fully satisfy the “Employer”) Tax Liability. Furthermore, the Optionee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. 5 Model for Amended and Restated 2013 Plan Combined US & Int’l Option Agreement Notwithstanding the foregoing, if, on the applicable vesting or exercise date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made because of U.S. Internal Revenue Code Section 409A requirements, the Optionee hereby irrevocably elects to satisfy the Tax Liability due on the applicable vesting or exercise date or on any earlier date on which such taxes may be due with respect to such Shares for which delivery is being deferred by delivering cash to the Company in an amount sufficient to fully satisfy all the Tax Liability. Apart from any or all income taxwithholding obligations that may apply to the Company and/or its Subsidiaries, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges and agrees that the ultimate liability responsibility for all Tax-Related Items the Tax Liability is and remains with the Optionee’s responsibility and that . The Optionee further acknowledges that: (x) the Company and/or the Employer (i) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting Tax Liability or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; (y) the Company and (ii) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, Tax Liability; and (z) the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own a tax advisor adviser regarding the status of and tax treatment for this OptionTax Liability. Prior to exercise of the Option, The Optionee shall pay acknowledges that he or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company she may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation not participate in the Plan or Optionee’s purchase of shares that cannot be and the Company and its Subsidiaries shall have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the means previously describedOptionee. The Company may refuse to honor It is recognized by both parties that, based on current U.S. laws, the difference between the Fair Market Value of the Shares purchased by an option exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionExercise Price of such Shares generally will constitute ordinary taxable income for U.S. federal income and social security tax purposes and for most state and local income tax purposes.
Appears in 1 contract
Samples: Stock Option Agreement
Responsibility for Taxes. Regardless Except to the extent prohibited by law, regardless of any action taken by the Company or or, if different, the Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee or deemed by the Company or the Employer in their discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOptions, including the grant, vesting or exercise of the OptionOptions, the subsequent sale of shares of Stock acquired pursuant to as a result of such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Options to reduce or eliminate the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Furthermore, if the foregoingOptionee has become subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Company specifically disclaims any representation or guarantee Optionee acknowledges that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (or former employer, as applicable) may be required to satisfy all withholding and payment on withhold or account obligations of the Company and/or the Employerfor Tax-Related Items in more than one jurisdiction. In this regard, The Optionee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Optionee one or a combination of the following: (i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired at exercise of the shares. AlternativelyOptions, either through a voluntary sale or in addition, if permissible under local law, through a mandatory sale arranged by the Company may (i) sell or arrange for on the sale of shares that Optionee acquires Optionee’s behalf pursuant to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amountthis authorization). Finally, The Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor issue or deliver shares of Stock or the exercise and refuse to deliver proceeds of the sale of shares of Stock if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Responsibility for Taxes. Regardless a. Irrespective of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or , the Optionee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), is and remains the responsibility of the Optionee or the Optionee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Optionee acknowledges and understands that the ultimate liability for all requirements with respect to the Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations may change from time to time as applicable laws or undertakings regarding the treatment of interpretations change.
b. Prior to any Tax-Related Items in connection with any aspect of the Option grantrelevant taxable or tax withholding event, including the grant, vesting or exercise of the Optionas applicable, the subsequent sale of shares acquired pursuant Optionee agrees to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, the Optionee authorizes the Company and/or Company, the Employer Employer, and their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable withholding obligations by Optionee one or a combination of the following:
i. withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer Employer, or any other payment of any kind otherwise due to the Optionee by the Company and/or the Employer; or
ii. withholding from proceeds of the sale of shares of Stock acquired upon exercise of the sharesOption, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or
iii. Alternativelyretention of or withholding in shares of Stock to be issued upon exercise of the Option having a Fair Market Value that is sufficient to satisfy the Tax-Related Items. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, or including maximum applicable rates.
c. Notwithstanding the foregoing in additionSection 10(b) of the Agreement, if permissible under local lawthe Optionee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company may (i) sell will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or arrange for the sale of shares that Optionee acquires to meet has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 10(b)(i) and (ii) above.
d. If the obligation for Tax-Related ItemsItems is satisfied by withholding in shares of Stock, and/or (ii) withhold in sharesfor tax purposes, provided that the Company only withholds Optionee is deemed to have been issued the full amount of shares necessary Stock subject Form approved August 2017 S13US-3 to satisfy the minimum withholding amount. FinallyOption, notwithstanding that an amount of Stock was retained solely for the purpose of paying the Tax-Related Items.
e. In addition, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items.
f. The Optionee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Stock upon exercise of the Option, the subsequent sale of Stock acquired pursuant to such exercise and the receipt of any dividends and/or dividend equivalents following the issuance of Stock upon the exercise of the Option; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as described applicable) may be required to withhold or account for Tax-Related Items in this sectionmore than one jurisdiction.
Appears in 1 contract
Samples: Stock Option Agreement (Sysco Corp)
Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company or Optionee’s your employer (the “Employer”) takes with respect to any or all income tax, social insurancePrimary or Secondary Class 1 National Insurance Contributions, payroll tax, payment on account tax or other tax-related withholding items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains Optionee’s your responsibility and may exceed the amount actually withheld by the Company or your employer. You further acknowledge that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOptions, including the grant, vesting or exercise of the OptionOptions, the subsequent sale of shares of Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Options to reduce or eliminate Optionee’s your liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if you become subject to tax in more than one jurisdiction between the foregoingdate of grant and the date of any relevant taxable event, you acknowledge that the Company specifically disclaims any representation and/or your employer (or guarantee that this Option will qualify former employer, as an Incentive Stock Option under Section 422 of the Internal Revenue Code, applicable) may be required to withhold or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment account for this OptionTax-Related Items in more than one jurisdiction. Prior to exercise of the Optionany relevant tax withholding event, Optionee shall you will pay or make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all withholding and payment on account Tax-Related Items obligations of the Company and/or the Employeryour employer. In this regard, Optionee authorizes you authorize the Company and/or the Employer your employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company and/or the Employer or from proceeds of the sale of the sharesyour employer. Alternatively, or in addition, if permissible under local law, the Company or your employer may (i) sell or arrange for withhold from proceeds of the sale of shares that Optionee acquires of Stock acquired upon exercise of the Options either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to meet the withholding obligation for Tax-Related Itemsthis authorization), and/or (ii) withhold in sharesshares of Stock to be issued upon exercise of the Options. To avoid negative accounting treatment, provided that the Company only withholds may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the amount Tax-Related Items obligation is satisfied by reducing the number of shares necessary of Stock issuable upon exercise of the Options, you are deemed to satisfy have been issued the minimum withholding amountfull number of shares subject to the Options, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. Finally, Optionee shall you will pay to the Company or the Employer your employer any amount of Tax-Related Items that the Company or the Employer your employer may be required to withhold as a result of Optionee’s your participation in the Plan or Optionee’s your purchase of shares of Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Stock or the proceeds of the sale of shares to you if Optionee fails you fail to comply with his or her your obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Responsibility for Taxes. Regardless The Director acknowledges that, regardless of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Director’s participation in the Plan and legally applicable to the Director (“Tax-Related Items”), Optionee is and remains the Director’s responsibility and may exceed any amount withheld by the Company. The Director further acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOption, including including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of shares Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optioneethe Director’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if the foregoingDirector is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Director acknowledges that the Company specifically disclaims may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company shall not be responsible for withholding any representation or guarantee Tax-Related Items unless required by law and the Director acknowledges that this Option the Director will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult with his or her own personal tax advisor regarding the status of and tax treatment for this Tax-Related Items that arise in connection with the Option. Prior to exercise of To the Optionextent that tax withholding is required under any applicable laws, Optionee the Director shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items withholding and payment on account obligations of the Company and/or the EmployerCompany. In this regard, Optionee the Director authorizes the Company and/or Company, at its sole discretion to satisfy the Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by Optionee one or a combination of the following: (1) withholding from Optioneethe Director’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or Company; (2) withholding from proceeds of the sale of Shares acquired upon exercise of the shares. Alternatively, or in addition, if permissible under local law, the Company may Option; (i3) sell or arrange arranging for the sale of shares that Optionee acquires Shares acquired upon exercise of the Option (on the Director’s behalf and at the Director’s discretion pursuant to meet this authorization); or, subject to approval by the Administrator, (4) withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesShares, provided that the Company only withholds the amount of shares Shares necessary to satisfy the minimum withholding amount. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Director will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If any withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Director is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, Optionee shall the Director agrees to pay to the Company or the Employer Company, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optioneethe Director’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Shares or the proceeds of the sale of Shares, if Optionee the Director fails to comply with his or her the Director’s obligations in connection with the Tax-Related Items as described in this sectionItems.
Appears in 1 contract
Samples: Non Employee Director Stock Option Award Agreement (Keysight Technologies, Inc.)
Responsibility for Taxes. (a) Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains Optionee’s your responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantAward grants, including the grant, vesting grant or exercise settlement of the Optionany Awards, the subsequent sale of shares Shares acquired pursuant to such exercise Performance Units settled in Shares and the receipt of any dividends; and (ii2) do does not commit to structure the terms of the grant or any aspect of the Option an Award to reduce or eliminate Optionee’s your liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. .
(b) Prior to exercise the settlement of the OptionPerformance Units awarded under this Agreement, Optionee shall you agree to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or related to the Employersettlement of the Performance Units. If permissible under local law, the Company shall satisfy this condition pursuant to the withholding of Shares consistent with the “Share Withholding” provisions under section 13.2 of the Plan. The Company, in its discretion, may authorize alternative arrangements, including, if permissible under local law, the Company’s selling or arranging to sell Shares that you acquire under the Plan. In any event, to the extent this regardcondition is not otherwise satisfied, Optionee authorizes the Company and/or you authorize the Employer to withhold all applicable Tax-Related Items legally payable by Optionee you from Optionee’s your wages or other cash compensation paid to Optionee you by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may Employer.
(ic) sell or arrange for the sale of shares that Optionee acquires You agree to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s your participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. .
(d) The Company may refuse to honor deliver Shares to you pursuant to the exercise and refuse to deliver the shares settlement of Performance Units under any Awards if Optionee fails you fail to comply with his or her your obligations in connection with the Tax-Related Items as described in this section.
Appears in 1 contract
Responsibility for Taxes. Regardless The Optionee acknowledges that, regardless of any action taken by the Company or Optionee’s employer (Company, the “Employer”) with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable or deemed legally applicable to the Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Optionee’s responsibility and may exceed the amount, if any, actually withheld by the Company. The Optionee further acknowledges that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantthis Share Option, including including, but not limited to, the grant, vesting or exercise of the this Share Option, the subsequent sale of shares Ordinary Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the this Share Option to reduce or eliminate the Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Without limiting Further, if the foregoingOptionee is or becomes subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company specifically disclaims may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(a) In connection with any representation relevant taxable or guarantee that this Option will qualify tax withholding event, as an Incentive Stock Option under Section 422 of applicable, the Internal Revenue Code, or if the Option initially so qualifies, that it will continue Optionee agrees to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the EmployerTax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer (or its designated agent) to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items legally payable by Optionee withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares acquired upon exercise of the shares. Share Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee's behalf pursuant to this authorization without further consent).
(b) Alternatively, the Company (or in additionits designated agent), if permissible under local at its discretion, is authorized to satisfy any applicable withholding obligations with regard to all Tax-Related Items by (i) withholding from the Optionee's cash compensation payable to the Optionee by the Company; or (ii) any other method of withholding determined by the Company and permitted by applicable law.
(c) Depending on the withholding method, the Company may (i) sell withhold or arrange for the sale of shares that Optionee acquires to meet the withholding obligation account for Tax-Related ItemsItems by considering statutory withholding amounts or other applicable withholding rates, and/or including maximum rates applicable in the Optionee's jurisdiction(s). In the event of over-withholding, the Optionee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Ordinary Shares), or if not refunded, the Optionee may seek a refund from local tax authorities. In the event of under-withholding, the Optionee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company.
(d) While this Agreement is in effect, the Optionee agrees (i) not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Agreement (including, without limitation, with respect to any securities convertible or exchangeable into Ordinary Shares) and (ii) withhold in sharesnot to attempt to exercise any influence over how, provided that when or whether to effect the Company only withholds the amount withholding and sale of shares necessary Ordinary Shares pursuant to satisfy the minimum withholding amountthis Paragraph 5. Finally, The Optionee shall agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares Ordinary Shares, or the proceeds of the sale of Ordinary Shares, if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.Items. Version: May 2023
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Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Responsibility for Taxes. Regardless of By accepting this grant, the Grantee hereby irrevocably elects to satisfy any action taken taxes and social insurance contribution withholding required to be withheld by the Company or Optionee’s employer its Subsidiaries on the date of grant, vesting or exercise of the SARs, subsequent cash payment, or on any earlier date on which such taxes or social insurance contribution withholding may be due (the “EmployerTax Liability”) with respect by authorizing the Company and any of its Subsidiaries to withhold an amount of cash that would otherwise be deliverable to the Grantee hereunder sufficient to satisfy the Tax Liability. If, for any or all income taxreason, social insurancethe cash that would otherwise be deliverable to the Grantee upon exercise of the SARs would be insufficient to satisfy the Tax Liability, payroll tax, payment on account the Company and any of its Subsidiaries are authorized to withhold an amount from the Grantee’s wages or other tax-related compensation sufficient to satisfy the Tax Liability. Furthermore, the Grantee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Apart from any withholding (“Tax-Related Items”)obligations that may apply to the Company and/or its Subsidiaries, Optionee the Grantee acknowledges and agrees that the ultimate liability responsibility for all Tax-Related Items the Tax Liability is and remains Optionee’s responsibility and that with the Grantee. The Grantee further acknowledges that: (x) the Company and/or the Employer (i) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Tax Liability; (y) the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise Company and the receipt of any dividends; and (ii) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Option SAR Grant to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, Tax Liability; and (z) the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee Grantee should consult his or her own a tax advisor adviser regarding the status of and tax treatment for this OptionTax Liability. Prior to exercise of the Option, Optionee shall pay The Grantee acknowledges that he or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company she may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation not participate in the Plan or Optionee’s purchase of shares that cannot be and the Company and its Subsidiaries shall have no obligation to make the cash payment hereunder until the Tax Liability has been fully satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this sectionGrantee.
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Samples: Stock Appreciation Rights Agreement (Avon Products Inc)
Responsibility for Taxes. Regardless of any action taken by the Company or OptioneeEmployee’s employer (the “Employer”) with respect to any or and all income tax, social insurance, payroll tax, payment on account account, employment or other tax-related withholding (the “Tax-Related Items”), Optionee Employee acknowledges that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Optionee’s his or her responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grantOption, including the grant, vesting vesting, exercise, assignment, release or exercise cancellation of the Option, the subsequent sale of shares Common Stock acquired pursuant to such exercise and exercise, or the receipt of any dividends; dividends and (ii) do not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate OptioneeEmployee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Optionrelevant taxable event, Optionee Employee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee Employee authorizes the Company and/or the Employer Employer, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Optionee from Optioneeone or a combination of the following methods: (1) withholding Employee’s wages or other cash compensation paid to Optionee Employee by the Company and/or the Employer or Employer; (2) withholding from the proceeds of the sale of Option Shares acquired upon exercise of the shares. Alternatively, Option; (3) selling or in addition, if permissible under local law, the Company may (i) sell or arrange arranging for the sale of shares that Optionee acquires Option Shares acquired upon exercise of the Option (on Employee’s behalf and at his or her direction pursuant to meet the this authorization); or (4) withholding obligation for Tax-Related Items, and/or (ii) withhold in sharesOption Shares, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountamount of Tax-Related Items is withheld or such other amount that does not trigger adverse accounting consequences. For these purposes, the fair market value of the Option Shares to be withheld shall be determined on the date that Tax-Related Items are to be determined. If the obligation of Tax-Related Items is satisfied by reducing the number of Option Shares issuable upon exercise of the Option, Employee is deemed (for tax purposes) to have been issued the full number of Option Shares subject to the Option, notwithstanding that a number of the Option Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. Finally, Optionee Employee shall pay to the Company or the Employer any amount of the Tax-Related Items that the Company or the Employer may be required to withhold as a result of OptioneeEmployee’s participation in the Plan or OptioneeEmployee’s purchase of shares Option Shares that cannot be satisfied by the means previously described. The Company or the Employer may refuse to honor the exercise of the Option and refuse shall have no obligation to deliver Option Shares until Employee has satisfied the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
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