Common use of Section 431 Election Clause in Contracts

Section 431 Election. If the Optionee is or becomes a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act) prior to vesting of the Stock Option, the Company may require, as a condition of participation in the Plan and the settlement of the Stock Option, that the Optionee enter into, jointly with the Service Recipient, an election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003) (the “431 Election”). This election will be to treat the shares of Stock acquired pursuant to the vesting of the Stock Option as if such shares were not restricted securities (for U.K. tax purposes only) despite the Company's clawback policy under the U.S. Xxxx-Xxxxx Act of 2010. If the Optionee does not enter into the 431 Election if and when requested by the Company, the Optionee will not be entitled to vest in the Stock Option and no shares of Stock will be issued to the Optionee, without any liability to the Company, the Service Recipient or any Subsidiary or affiliate.

Section 431 Election. If the Optionee is or becomes a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act) prior to vesting of the Stock Option, the Company may require, as a condition of participation in the Plan and the settlement of the Stock Option, that the Optionee enter into, jointly with the Service Recipient, an election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003) (the “431 Election”). This election will be to treat the shares of Stock acquired pursuant to the vesting of the Stock Option as if such shares were not restricted securities (for U.K. tax purposes only) despite the Company's ’s clawback policy under the U.S. Xxxx-Xxxxx Act of 2010. If the Optionee does not enter into the 431 Election if and when requested by the Company, the Optionee will not be entitled to vest in the Stock Option and no shares of Stock will be issued to the Optionee, without any liability to the Company, the Service Recipient or any Subsidiary or affiliate.