Common use of Sections 409A and 457A Clause in Contracts

Sections 409A and 457A. Notwithstanding other provisions of the Plan or this Agreement, no Option or any rights therein may be granted, deferred, accelerated, extended, paid out or modified under this Option Agreement in a manner that would result in the imposition of an additional tax under Section 409A or Section 457A of the Code upon the Participant. In the event that it is reasonably determined by the Board or, if delegated by the Board to the Administrator, by the Administrator that, as a result of Section 409A of the Code, payments or any other rights in respect of the Option may not be granted at the time contemplated by the terms of the Plan or this Option Agreement, as the case may be, without causing the Participant holding the Option to be subject to taxation under Section 409A of the Code, including as a result of the fact that the Participant is a “specified employee” under Section 409A of the Code, the Company will make such payment or grant such rights on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company will use commercially reasonable efforts to implement the provisions of this Section 22 in good faith; provided, however, that neither the Company, the Administrator nor any of the Company’s Employees, Directors or representatives will have any liability to the Participant with respect to this Section 22. (Remainder of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of (the “Exercise Agreement”) under the Hexindai Inc. 2016 Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase Ordinary Shares, par value US$0.0001 per share (the “Shares”), of Hexindai Inc. , an exempted company organized under the Companies Law of the Cayman Islands (the “Company”), and · such purchase shall be at the price of US$ per share, for an aggregate amount of US$ (subject to applicable withholding taxes pursuant to Section 15 of the Plan). Capitalized terms are defined in the Plan if not defined herein.

Appears in 3 contracts

Samples: Option Agreement (Hexindai Inc.), Option Agreement (Hexindai Inc.), Option Agreement (Hexindai Inc.)

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Sections 409A and 457A. Notwithstanding other provisions of the Plan or (a) It is intended that this Agreement, no Option or any rights therein may Award shall be granted, deferred, accelerated, extended, paid out or modified under this Option Agreement in a manner that would result in the imposition of an additional tax under Section exempt from Sections 409A or Section and 457A of the Code upon pursuant to the Participant. In “short-term deferral” rule applicable to each such section, as set forth in the event that it is reasonably determined regulations or other guidance published by the Board orIRS thereunder. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Sections 409A and 457A of the Code) payable under this RSU Agreement to any anticipation, if delegated alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Sections 409A and 457A of the Code, any deferred compensation (within the meaning of Sections 409A and 457A of the Code) payable to you or for your benefit under this RSU Agreement may not be reduced by, or offset against, any amount owing by you to Allied World or any of its Affiliates. (c) If, at the Board to time of your separation from service (within the Administrator, by the Administrator that, as a result meaning of Section 409A of the Code), payments or any other rights in respect (i) you shall be a specified employee (within the meaning of Section 409A if the Code and using the identification methodology selected by Allied World from time to time) and (ii) Allied World shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Sections 409A and 457A of the Option may not Code) the payment of which is required to be granted at delayed pursuant to the time contemplated by the terms six-month delay rule set forth in Section 409A of the Plan Code in order to avoid taxes or this Option Agreement, as the case may be, without causing the Participant holding the Option to be subject to taxation penalties under Section 409A of the Code, including as a result then Allied World shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this RSU Agreement to the contrary, in light of the fact that uncertainty with respect to the Participant is a “specified employee” under Section proper application of Sections 409A and 457A of the Code, Allied World reserves the Company will right to make such payment amendments to this RSU Agreement as Allied World deems necessary or grant such rights on desirable to avoid the first day that would not result in the Participant incurring any tax liability imposition of taxes or penalties under Section 409A or 457A of the Code. The Company will use commercially reasonable efforts to implement In any case, you shall be solely responsible and liable for the provisions satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Section 22 in good faith; providedRSU Agreement (including any taxes and penalties under Sections 409A and 457A of the Code), however, that and neither the Company, the Administrator Allied World nor any of the Company’s Employees, Directors or representatives will its Affiliates shall have any liability obligation to the Participant with respect to this Section 22. (Remainder indemnify or otherwise hold you harmless from any or all of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of (the “Exercise Agreement”) under the Hexindai Inc. 2016 Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase Ordinary Shares, par value US$0.0001 per share (the “Shares”), of Hexindai Inc. , an exempted company organized under the Companies Law of the Cayman Islands (the “Company”), and · such purchase shall be at the price of US$ per share, for an aggregate amount of US$ (subject to applicable withholding taxes pursuant to Section 15 of the Plan). Capitalized terms are defined in the Plan if not defined hereinor penalties.

Appears in 2 contracts

Samples: Rsu Award Agreement (Allied World Assurance Co Holdings, AG), Rsu Award Agreement (Allied World Assurance Co Holdings, AG)

Sections 409A and 457A. Notwithstanding other provisions of the Plan or (a) It is intended that this Agreement, no Option or any rights therein may Award shall be granted, deferred, accelerated, extended, paid out or modified under this Option Agreement in a manner that would result in the imposition of an additional tax under Section exempt from Sections 409A or Section and 457A of the Code upon pursuant to the Participant. In “short-term deferral” rule applicable to each such section, as set forth in the event that it is reasonably determined regulations or other guidance published by the Board orIRS thereunder. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Sections 409A and 457A of the Code) payable under this Agreement to any anticipation, if delegated alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Sections 409A and 457A of the Code, any deferred compensation (within the meaning of Sections 409A and 457A of the Code) payable to you or for your benefit under this Agreement may not be reduced by, or offset against, any amount owing by you to Allied World or any of its Affiliates. (c) If, at the Board to time of your separation from service (within the Administrator, by the Administrator that, as a result meaning of Section 409A of the Code), payments or any other rights in respect (i) you shall be a specified employee (within the meaning of Section 409A if the Code and using the identification methodology selected by Allied World from time to time) and (ii) Allied World shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Sections 409A and 457A of the Option may not Code) the payment of which is required to be granted at delayed pursuant to the time contemplated by the terms six-month delay rule set forth in Section 409A of the Plan Code in order to avoid taxes or this Option Agreement, as the case may be, without causing the Participant holding the Option to be subject to taxation penalties under Section 409A of the Code, including as a result then Allied World shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Agreement to the contrary, in light of the fact that uncertainty with respect to the Participant is a “specified employee” under Section proper application of Sections 409A and 457A of the Code, Allied World reserves the Company will right to make such payment amendments to this Agreement as Allied World deems necessary or grant such rights on desirable to avoid the first day that would not result in the Participant incurring any tax liability imposition of taxes or penalties under Section 409A or 457A of the Code. The Company will use commercially reasonable efforts to implement In any case, you shall be solely responsible and liable for the provisions satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Section 22 in good faith; providedAgreement (including any taxes and penalties under Sections 409A and 457A of the Code), however, that and neither the Company, the Administrator Allied World nor any of the Company’s Employees, Directors or representatives will its Affiliates shall have any liability obligation to the Participant with respect to this Section 22. (Remainder indemnify or otherwise hold you harmless from any or all of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of (the “Exercise Agreement”) under the Hexindai Inc. 2016 Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase Ordinary Shares, par value US$0.0001 per share (the “Shares”), of Hexindai Inc. , an exempted company organized under the Companies Law of the Cayman Islands (the “Company”), and · such purchase shall be at the price of US$ per share, for an aggregate amount of US$ (subject to applicable withholding taxes pursuant to Section 15 of the Plan). Capitalized terms are defined in the Plan if not defined hereinor penalties.

Appears in 1 contract

Samples: Performance Based Compensation Award Agreement (Allied World Assurance Co Holdings, AG)

Sections 409A and 457A. Notwithstanding other It is intended that the provisions of this Agreement and the Plan benefits provided hereunder comply with or this Agreement, no Option or any rights therein may be granted, deferred, accelerated, extended, paid out or modified under this Option Agreement in a manner that would result in the imposition of an additional tax under are exempt from Section 409A or of the Code (“Section 409A”) and Section 457A of the Code upon (“Section 457A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the Participantrequirements for avoiding taxes or penalties under Sections 409A and 457A. (i) Neither the Executive nor any of his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Sections 409A and 457A) payable under this Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any Group Company (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. In Except as permitted under Sections 409A and 457A, any deferred compensation (within the event that it is reasonably determined meaning of Sections 409A and 457A) payable to the Executive or for the Executive’s benefit under any Company Plan may not be reduced by, or offset against, any amount owing by the Board or, if delegated by the Board Executive to the AdministratorCompany or any of its affiliates. (ii) Notwithstanding any other provision of this Agreement, by a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Administrator thatpayment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A that are payable upon or following a termination of employment, as unless such termination is also a result “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of the Code, any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding any other rights in respect provision of the Option may not be granted this Agreement, if at the time contemplated by the terms of termination of the Plan or this Option Agreement, as the case may be, without causing the Participant holding the Option to be subject to taxation under Section 409A of the Code, including as a result of the fact that the Participant Executive’s employment he is a “specified employee” (as defined in Section 409A) and any payments upon such termination under paragraph 8 above or otherwise will result in additional tax or interest to the Executive, he will not be entitled to such payments until the earlier of (A) the date that is six (6) months after such termination of employment or (B) any earlier date that does not result in any additional tax or interest to the Executive under Section 409A 409A. In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Section 409A, then the Company shall reform such provision with the Executive’s written consent; provided that the Company shall (x) maintain, to the maximum extent practicable, the original intent of the Codeapplicable provision without subjecting the Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation. (iii) Except as specifically permitted by Section 409A or as otherwise specifically set forth in this Agreement, the benefits and reimbursements provided to the Executive under this Agreement and any Company Plans during any calendar year shall not affect the benefits and reimbursements to be provided to the Executive under the relevant section of this Agreement or any Company Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the case of reimbursement payments, reimbursement payments shall be made to the Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred. (iv) For purposes of Section 409A, each payment hereunder (including each separate payment under paragraph 8(c)(B)) will be deemed to be a separate payment for purposes of Section 409A and Treasury Regulation Section 1.409A-2(b)(2)(iii). (v) Notwithstanding any provision of this Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Sections 409A and 457A, the Company will reserves the right to make such payment amendments to any Company Plan (other than this Agreement) as the Company deems necessary or grant such rights desirable to avoid the imposition of taxes or penalties on the first day that would not result in the Participant incurring any tax liability Executive under either Section 409A of the Code. The Company will use commercially reasonable efforts to implement the provisions of this or Section 22 in good faith; provided, however, that neither the Company457A. In any case, the Administrator nor Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Executive or for the Executive’s account in connection with this Agreement (including any of the Company’s Employees, Directors taxes and penalties under either Section 409A or representatives will have any liability to the Participant with respect to this Section 22. (Remainder of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of (the “Exercise Agreement”) under the Hexindai Inc. 2016 Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase Ordinary Shares, par value US$0.0001 per share (the “Shares”), of Hexindai Inc. , an exempted company organized under the Companies Law of the Cayman Islands (the “Company”457A), and · neither the Company nor any affiliate shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all of such purchase shall be at the price of US$ per share, for an aggregate amount of US$ (subject to applicable withholding taxes pursuant to Section 15 of the Plan). Capitalized terms are defined in the Plan if not defined hereinor penalties.

Appears in 1 contract

Samples: Service Agreement (Montpelier Re Holdings LTD)

Sections 409A and 457A. Notwithstanding other provisions It is the intent of the Plan parties that all payments and/or other benefits provided under this agreement be exempt from or this Agreementotherwise comply with Section 409A of the U.S. Internal Revenue Code, no Option or any rights therein as amended (the “Code”) and the regulations and official guidance issued thereunder, as each may be grantedamended from time to time (collectively, deferred“Section 409A”), accelerated, extended, paid out or modified under this Option Agreement in a manner that would result in and be exempt from the imposition requirements of an additional tax under Section 409A or Section 457A of the Code upon and the Participant. In the event that it is reasonably determined by the Board or, if delegated by the Board to the Administrator, by the Administrator thatregulations and official guidance issued thereunder, as a result each may be amended from time to time (collectively, “Section 457A”), so that none of the payments or other benefits provided hereunder will be subject to any adverse tax consequences of Section 409A or Section 457A. Notwithstanding anything to the contrary herein, to the maximum extent permitted, this agreement shall be interpreted and administered consistent with such intent so as to provide for exemption or compliance with Section 409A and to provide for exemption from Section 457A. With respect to any taxable reimbursements or in-kind benefits provided to CEO by Global Cayman (i) all such reimbursements of eligible expenses shall be made on or prior to the last day of the CodeCEO’s taxable year immediately following the taxable year in which such expenses were incurred, payments or (ii) any other rights in respect of the Option may right to such reimbursement shall not be granted at the time contemplated by the terms of the Plan or this Option Agreement, as the case may be, without causing the Participant holding the Option to be subject to taxation under Section 409A liquidation or exchange for another benefit, and (iii) the amount of any such reimbursement or in-kind benefit provided in any taxable year of the CodeCEO shall not affect in any way the expenses eligible for reimbursement, including as a result or in-kind benefits to be provided, in any other taxable year. Further, if and to the extent Section 457A would otherwise impose taxation on any payments or benefits hereunder, such payments or benefits will be made no later than twelve months after the end of the fact that taxable year of the Participant “service recipient” (within the meaning of Section 457A) during which the right to the payment or benefit is first no longer subject to a “specified employeesubstantial risk of forfeitureunder (within the meaning of Section 409A of the Code, the Company will make 457A) (or such later date as permitted by Section 457A). Each payment or grant such rights on the first day that would not result in the Participant incurring any tax liability under Section other benefit provided hereunder is intended to constitute a separate payment for purposes of Sections 409A of the Code. The Company will use commercially reasonable efforts to implement the provisions of this Section 22 in good faith; provided, however, that neither the Company, the Administrator nor any of the Company’s Employees, Directors or representatives will have any liability to the Participant with respect to this Section 22. (Remainder of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of (the “Exercise Agreement”) under the Hexindai Inc. 2016 Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase Ordinary Shares, par value US$0.0001 per share (the “Shares”), of Hexindai Inc. , an exempted company organized under the Companies Law of the Cayman Islands (the “Company”), and · such purchase shall be at the price of US$ per share, for an aggregate amount of US$ (subject to applicable withholding taxes pursuant to Section 15 of the Plan). Capitalized terms are defined in the Plan if not defined herein.457A.

Appears in 1 contract

Samples: Executive Employment Agreement (Global Indemnity LTD)

Sections 409A and 457A. Notwithstanding other (a) It is intended that the provisions of the Plan or this AgreementAgreement comply with Sections 409A and 457A, no Option or any rights therein may and all provisions of this Agreement shall be granted, deferred, accelerated, extended, paid out or modified under this Option Agreement construed and interpreted in a manner that would result in consistent with the imposition requirements for avoiding taxes or penalties under Sections 409A and 457A. (b) Neither Employee nor any of an additional tax his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Sections 409A and 457A) payable under Section this Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Sections 409A and 457A, any deferred compensation (within the meaning of Sections 409A and 457A) payable to Employee or Section 457A of the Code upon the Participant. In the event that it is reasonably determined for his benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Board or, if delegated by the Board Employee to the AdministratorCompany. (c) If, by at the Administrator that, as a result time of Employee’s separation from service (within the meaning of Section 409A of the CodeCode and the regulations promulgated thereunder (“Section 409A”)), payments (i) Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Sections 409A and 457A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. (d) Notwithstanding any other rights provision of this Agreement to the contrary, in respect light of the Option may not be granted at uncertainty with respect to the time contemplated by proper application of Sections 409A and 457A, the terms of Company reserves the Plan or right to make amendments to this Option Agreement, Agreement as the case may be, without causing Company deems necessary or desirable to avoid the Participant holding the Option to be subject to taxation imposition of taxes or penalties under Section 409A or 457A. In any case, Employee shall be solely responsible and liable for the satisfaction of the Code, all taxes and penalties that may be imposed on Employee or for his account in connection with this Agreement (including as a result of the fact that the Participant is a “specified employee” any taxes and penalties under Section Sections 409A of the Code, the Company will make such payment or grant such rights on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company will use commercially reasonable efforts to implement the provisions of this Section 22 in good faith; provided, however, that neither the Company, the Administrator nor any of the Company’s Employees, Directors or representatives will have any liability to the Participant with respect to this Section 22. (Remainder of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of (the “Exercise Agreement”) under the Hexindai Inc. 2016 Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase Ordinary Shares, par value US$0.0001 per share (the “Shares”), of Hexindai Inc. , an exempted company organized under the Companies Law of the Cayman Islands (the “Company”and 457A), and · the Company shall not have any obligation to indemnify or otherwise hold Employee harmless from any or all of such purchase shall be at the price of US$ per share, for an aggregate amount of US$ (subject to applicable withholding taxes pursuant to Section 15 of the Plan). Capitalized terms are defined in the Plan if not defined hereinor penalties.

Appears in 1 contract

Samples: Employment Agreement (Allied World Assurance Co Holdings, AG)

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Sections 409A and 457A. Notwithstanding other provisions of the Plan or this Agreement, no Option or any rights therein may be granted, deferred, accelerated, extended, paid out or modified under this Option Agreement in a manner that would result in the imposition of an additional tax under Section 409A or Section 457A of the Code upon the Participant. In the event that it is reasonably determined by the Board or, if delegated by the Board to the Administrator, by the Administrator that, as a result of Section 409A of the Code, payments or any other rights in respect of the Option may not be granted at the time contemplated by the terms of the Plan or this Option Agreement, as the case may be, without causing the Participant holding the Option to be subject to taxation under Section 409A of the Code, including as a result of the fact that the Participant is a “specified employee” under Section 409A of the Code, the Company will make such payment or grant such rights on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company will use commercially reasonable efforts to implement the provisions of this Section 22 25 in good faith; provided, however, that neither the Company, the Administrator nor any of the Company’s Employees, Directors or representatives will have any liability to the Participant with respect to this Section 2225. (Remainder of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of ____________________ (the “Exercise Agreement”) under the Hexindai Inc. 2016 Samoyed Holding Limited 2018 Amended and Restated Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase __________________ Class A Ordinary Shares, par value US$0.0001 0.00001 per share (the “Shares”), of Hexindai Inc. Samoyed Holding Limited , an exempted company organized under the Companies Law of the Cayman Islands (the “Company”), and · such purchase shall be at the price of US$ US$__________________ per share, for an aggregate amount of US$ US$__________________ (subject to applicable withholding taxes pursuant to Section 15 16 of the Plan). Capitalized terms are defined in the Plan if not defined herein.

Appears in 1 contract

Samples: Option Agreement (SAMOYED HOLDING LTD)

Sections 409A and 457A. Notwithstanding other provisions of the Plan or this Option Agreement, no Option or any rights therein may be granted, deferred, accelerated, extended, paid out or modified under this Option Agreement in a manner that would result in the imposition of an additional tax under Section 409A or Section 457A of the Code upon the Participant. In the event that it is reasonably determined by the Board or, if delegated by the Board to the Administrator, by the Administrator that, as a result of Section 409A of the Code, payments or any other rights in respect of the Option may not be granted at the time contemplated by the terms of the Plan or this Option Agreement, as the case may be, without causing the Participant holding the Option to be subject to taxation under Section 409A of the Code, including as a result of the fact that the Participant is a “specified employee” under Section 409A of the Code, the Company will make such payment or grant such rights on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company will use commercially reasonable efforts to implement the provisions of this Section 22 26 in good faith; provided, however, that neither the Company, the Administrator nor any of the Company’s Employees, Directors or representatives will have any liability to the Participant with respect to this Section 2225. (Remainder of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of ____________________ (the “Exercise Agreement”) under the Hexindai Inc. 2016 Lixiang Education Holding Co., Ltd. 2020 Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase Ordinary Shares__________________ordinary shares, par value US$0.0001 per share (the “Shares”), of Hexindai Inc. Lixiang Education Holding Co., Ltd., an exempted company organized incorporated under the Companies Law laws of the Cayman Islands (the “Company”), and · such purchase shall be at the price of US$ US$__________________ per share, for an aggregate amount of US$ US$__________________ (subject to applicable withholding taxes pursuant to Section 15 16 of the Plan). Capitalized terms are defined in the Plan if not defined herein.

Appears in 1 contract

Samples: Option Agreement (Lixiang Education Holding Co . LTD)

Sections 409A and 457A. Notwithstanding other provisions of the Plan or this Agreement, no Option or any rights therein may be granted, deferred, accelerated, extended, paid out or modified under this Option Agreement in a manner that would result in the imposition of an additional tax under Section 409A or Section 457A of the Code upon the Participant. In the event that it is reasonably determined by the Board or, if delegated by the Board to the Administrator, by the Administrator that, as a result of Section 409A of the Code, payments or any other rights in respect of the Option may not be granted at the time contemplated by the terms of the Plan or this Option Agreement, as the case may be, without causing the Participant holding the Option to be subject to taxation under Section 409A of the Code, including as a result of the fact that the Participant is a “specified employee” under Section 409A of the Code, the Company will make such payment or grant such rights on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company will use commercially reasonable efforts to implement the provisions of this Section 22 25 in good faith; provided, however, that neither the Company, the Administrator nor any of the Company’s Employees, Directors or representatives will have any liability to the Participant with respect to this Section 2225. (Remainder of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of ____________________ (the “Exercise Agreement”) under the Hexindai Inc. 2016 Samoyed Holding Limited 2018 Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase __________________Ordinary Shares, par value US$0.0001 0.00001 per share (the “Shares”), of Hexindai Inc. Samoyed Holding Limited , an exempted company organized under the Companies Law of the Cayman Islands (the “Company”), and · such purchase shall be at the price of US$ US$__________________ per share, for an aggregate amount of US$ US$__________________ (subject to applicable withholding taxes pursuant to Section 15 16 of the Plan). Capitalized terms are defined in the Plan if not defined herein.

Appears in 1 contract

Samples: Option Agreement (SAMOYED HOLDING LTD)

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