Section 102 Trustee. Notwithstanding anything in this Agreement to the contrary, subject to the terms of the Israeli Option Tax Pre-Ruling and the Interim Option Tax Ruling, if obtained: (a) any cash consideration payable or otherwise deliverable to holders of Section 102 Securities and Section 3(i) Company Options shall be transferred to the Section 102 Trustee to be held in trust on behalf of the holders of Section 102 Securities, all pursuant to the requirements of the Israeli Option Tax Pre-Ruling and the Interim Option Tax Ruling, if obtained and Section 102 of the Ordinance and the Paying Agent shall deliver any cash received by it payable to a holder of Section 102 Securities and Section 3(i) Company Options to the Section 102 Trustee; and (b) all Unvested RSU Awards deliverable to holders of Section 102 Options, which shall be issued under an equity incentive plan adopted by Parent and filed with the ITA, shall be deposited with the Section 102 Trustee to be held in trust on behalf of the holders of Section 102 Options, all pursuant to the requirements of the Israeli Option Tax Pre-Ruling and the Interim Option Tax Ruling, if obtained. 1.11
Section 102 Trustee. Notwithstanding anything in this Agreement to the contrary, subject to the terms of the Israeli Option Tax Rulings and Section 1.7, any cash 15
Section 102 Trustee. This Option, any Shares issued upon exercise of this Option, and/or other shares received subsequently following any realization of rights derived from this Option or such Shares (including stock dividends) shall be allocated or issued under the supervisions of a Trustee or to a Trustee and held for the benefit of Optionee. This Option, such Shares and/or such other shares shall be held by the Trustee or under the supervision of a Trustee for such period of time as required under the 102 Capital Gains Track or any regulations, rules, orders, or procedures promulgated thereunder. Notwithstanding anything to the contrary, the Trustee shall not release this Option, such Shares, and/or such other shares prior to the full payment of the tax liabilities arising from the grant to Optionee of this Option, the issuance of any Shares upon exercise of this Option, and/or the receipt of other shares subsequently following any realization of rights derived from this Option or such Shares (including stock dividends). Optionee undertakes to release the Trustee from any liability in respect of any action or decision duly taken and executed in relation with the Plan, the Israeli Sub-Plan, this Option Agreement, this Option, any Shares issued upon exercise of this Option, and other shares received subsequently following any realization of rights derived from this Option or such Shares (including stock dividends).
Section 102 Trustee. The Award, any Shares issued upon vesting of these Award, and/or other shares received subsequently following any realization of rights derived from the Award or such Shares (including stock dividends) shall be allocated or issued under the supervisions of a Trustee or to a Trustee and held for the benefit of the Grantee. The Award, such Shares and/or such other shares shall be held by the Trustee or under the supervision of a Trustee for such period of time as required under the 102 Capital Gains Track or any regulations, rules, orders, or procedures promulgated thereunder. Notwithstanding anything to the contrary, the Trustee shall not release this Award, such Shares, and/or such other shares prior to the full payment of the tax liabilities arising from the grant to Grantee of this Award, the issuance of any Shares upon vesting of this Award, and/or the receipt of other shares subsequently following any realization of rights derived from this Award or such Shares (including stock dividends). Grantee undertakes to release the Trustee from any liability in respect of any action or decision duly taken and executed in relation with the Plan, the Israeli Sub-Plan, this Restricted Stock Unit Agreement, this Award, any Shares issued upon vesting of this Award, and other shares received subsequently following any realization of rights derived from this Award or such Shares (including stock dividends).
Section 102 Trustee. 2.1. The Shares will be issued in the name of and deposited with the Trustee as required by law to qualify under Section 102 of the ITO. Participant shall comply with the ITO, the Rules, and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee.
2.2. The Trustee will hold the Shares for the Required Holding Period, as set forth in the Plan and until Participant’s request that the vested Shares be transferred to him as specified in Sections 2.5 and 5 below.
2.3. The Participant hereby undertakes to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation to the Plan or Shares issued thereunder.
2.4. The Participant hereby confirms that he shall execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the ITO, and in particular the Rules.
2.5. Subject to the terms hereof and all requirements of Section 102 including, but not limited to, the Required Holding Period, the Trustee shall take all steps necessary to accomplish the transfer to the Participant of the vested Shares to the Participant following the Participant’s request that the Trustee do so.
