Code Section 409a Tax Qualification. (a)
Options Purchase Rights granted under the 423 Component are exempt from the application of Section 409A of the Code.
Options Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A under the short-term deferral exception and any ambiguities shall be construed and interpreted in
13 accordance with such intent. Subject to Section 23(b),
options Purchase Rights granted to U.S. taxpayers under the Non-423 Component are
... subject to such terms and conditions that will permit such options Purchase Rights to satisfy the requirements of the short-term deferral exception 13 available under Section 409A of the Code, including the requirement requirements that the shares of Common Stock Shares subject to an option a Purchase Right be delivered within the short-term deferral period. Subject to Section 23(b), 23(b) of the Plan, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Company determines that an option the Purchase Right or any aspect of the exercise, payment, settlement or deferral Purchase Right is subject to Section 409A of the Code, the option Purchase Right shall be granted, exercised, paid, settled or deferred administered in a manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations and other interpretive interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. effective date of the Plan. Anything in the foregoing to the contrary notwithstanding, the Company shall have no liability to a Participant or any other party if the option Purchase Right that is intended to be exempt from, or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Company with respect thereto. (b) Although the Company may endeavor to (i) qualify an option the Purchase Right(s) for a favorable tax treatment under the laws of the U.S. or other jurisdictions outside of the U.S. or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this the Plan, including Section 26(a). 23(a). The Company is not constrained in its corporate activities activity by any potential negative tax impact on Participants under the Plan.
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Code Section 409a Tax Qualification. (a)
Options Code Section 409A. Rights to purchase Shares granted under
the a Section 423
Component Offering are exempt from the application of Section 409A of the
Code. Options Code and rights to purchase Shares granted under
the a Non-423
Component to U.S. taxpayers Offering are intended to be exempt from
the application of Section 409A under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. Subject to Section 23(b),... options granted to U.S. taxpayers under the Non-423 Component are subject to such terms and conditions that will permit such options to satisfy the requirements of the short-term deferral exception 13 available under Section 409A of the Code, including Code pursuant to the requirement "short-term deferral" exemption contained therein. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that a right granted under the shares of Common Stock Plan may be subject to an option be delivered within Section 409A of the short-term deferral period. Subject to Section 23(b), Code or that any provision in the case of Plan would cause a Participant who would otherwise right under the Plan to be subject to Section 409A of the Code, to the extent Administrator may amend the Company determines that an option or the exercise, payment, settlement or deferral is subject to Section 409A terms of the Code, Plan and/or of an outstanding right granted under the option shall Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant's consent, to exempt any outstanding right or future right that may be granted, exercised, paid, settled granted under the Plan from or deferred in a manner that will to allow any such rights to comply with Section 409A of the Code, including Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation but only to the extent any such regulations amendments or other guidance that may be issued after action by the Effective Date. Anything in Administrator would not violate Section 409A of the foregoing to Code. Notwithstanding the contrary notwithstanding, foregoing, the Company shall will have no liability to a Participant or any other party if the option right to purchase Shares under the Plan that is intended to be exempt from, from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Company Administrator with respect thereto. The Company makes no representation that the right to purchase Shares under the Plan is compliant with Section 409A of the Code. (b) Tax Qualification. Although the Company may endeavor to (i) qualify an option a right to purchase Shares for favorable tax treatment under the laws of the U.S. United States or jurisdictions outside of the U.S. United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 26(a). 20(a) hereof. The Company is not constrained will be unconstrained in its corporate activities by any without regard to the potential negative tax impact on Participants under the Plan.
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Code Section 409a Tax Qualification. (a)
Options Code Section 409A. Rights to purchase Shares granted under
the a Section 423
Component Offering are exempt from the application of Section 409A of the
Code. Options Code and rights to purchase Shares granted under
the a Non-423
Component to U.S. taxpayers Offering are intended to be exempt from
the application of Section 409A under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. Subject to Section 23(b),... options granted to U.S. taxpayers under the Non-423 Component are subject to such terms and conditions that will permit such options to satisfy the requirements of the short-term deferral exception 13 available under Section 409A of the Code, including Code pursuant to the requirement "short-term deferral" exemption contained therein. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that a right granted under the shares of Common Stock Plan may be subject to an option be delivered within Section 409A of the short-term deferral period. Subject to Section 23(b), Code or that any provision in the case of Plan would cause a Participant who would otherwise right under the Plan to be subject to Section 409A of the Code, to the extent Administrator may amend the Company determines that an option or the exercise, payment, settlement or deferral is subject to Section 409A terms of the Code, Plan and/or of an outstanding right granted under the option shall Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant's consent, to exempt any outstanding right or future right that may be granted, exercised, paid, settled granted under the Plan from or deferred in a manner that will to allow any such rights to comply with Section 409A of the Code, including Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation but only to the extent any such regulations amendments or other guidance that may be issued after action by the Effective Date. Anything in Administrator would not violate Section 409A of the foregoing to Code. Notwithstanding the contrary notwithstanding, foregoing, the Company shall have no liability to a Participant or any other party if the option right to purchase Shares under the Plan that is intended to be exempt from, from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Company Administrator with respect thereto. The Company makes no representation that the right to purchase Shares under the Plan is compliant with Section 409A of the Code. (b) Tax Qualification. Although the Company may endeavor to (i) qualify an option a right to purchase Shares for favorable tax treatment under the laws of the U.S. or jurisdictions outside of the U.S. or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 26(a). 20(a) hereof. The Company is not constrained shall be unconstrained in its corporate activities by any without regard to the potential negative tax impact on Participants under the Plan.
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