Code Section 409a Tax Qualification. (a) Options granted under the 423 Component are exempt from the application of Section 409A of the Code. Options 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 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 the requirement that the shares of Common Stock subject to an option be delivered within the short-term deferral period. Subject to Section 23(b), 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 or the exercise, payment, settlement or deferral is subject to Section 409A of the Code, the option shall be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Anything in the foregoing to the contrary notwithstanding, the Company shall have no liability to a Participant or any other party if the option 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 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). The Company is not constrained in its corporate activities 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 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
Non-423 Component to U.S. taxpayers are intended to Plan may 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 the requirement Code or that the shares of Common Stock subject to an option be delivered within the short-term deferral period. Subject to Section 23(b), 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 Participating Employee'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 Participating Employee 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 shall be unconstrained in its corporate activities by any without regard to the potential negative tax impact on Participants Participating Employees 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 Committee 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 Committee 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 Committee 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 Committee 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 Committee 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. 9 21. No Employment Rights. Participation in the Plan will not be construed as giving any Participant the right to be retained as an employee of the Company, its Subsidiary, or one of its Affiliates or Parent, as applicable. Furthermore, the Company, a Subsidiary, or an Affiliate (or Parent, if applicable) may dismiss any Participant from employment at any time, free from any liability or any claim 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. 11 (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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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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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 Committee 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 Committee 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 Committee 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 Committee 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 Committee with respect thereto. (b) The Company makes no representation that the right to purchase Shares under the Plan is compliant with Section 409A of the Code. 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 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 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
of the Code 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 13(b) hereof, Purchase Rights granted to U.S. taxpayers under
... the Non-423 Component are shall be 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 that the 9 shares of Common Stock subject to an option a Purchase Right be delivered within the short-term deferral period. Subject to Section 23(b), 13(b) hereof, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Company Board determines that an option a Purchase Right or the exercise, payment, settlement or deferral thereof is subject to Section 409A of the Code, the option Purchase Right shall be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Anything in adoption of the foregoing to Plan. Notwithstanding the contrary notwithstanding, foregoing, 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, from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Company Board with respect thereto. (b) Although the Company may endeavor to (i) qualify an option a Purchase Right 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). 13(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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Code Section 409a Tax Qualification. (a) Options granted under the
423 Component Plan generally are exempt from the application of Section 409A of the
Code. Options Code and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be exempt from Section 409A. However, options granted
under the Non-423 Component to U.S. taxpayers
which are not intended to meet the Code Section 423 requirements are intended to be exempt from the application of Section 409A
of the Code under the short-term
... deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. Subject to Section 23(b), Subsection (b), options granted to U.S. taxpayers under outside of the Non-423 Component are Code Section 423 requirements shall be 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 the requirement that the shares of Common Stock Shares subject to an option be delivered within the short-term deferral period. period, and any ambiguities shall be construed and interpreted in accordance with that intent. Subject to Section 23(b), Subsection (b), in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Company Committee determines that an option or the exercise, payment, settlement or deferral thereof is subject to Section 409A of the Code, the option shall be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Anything in Notwithstanding the foregoing foregoing, none of the Company, or any Parent or Subsidiary, the Committee or any of their respective executives, members, partners, directors, officers or affiliates shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A and, by becoming a Plan Participant, the Participant acknowledges and agrees that none of the Company, the Committee or any of their respective affiliates will have any liability to the contrary notwithstanding, the Company shall have no liability to a Participant or any other party if the option 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. such tax or penalty. (b) Although the Company may endeavor to (i) qualify an option 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). Subsection (a). 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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Code Section 409a Tax Qualification. (a)
Options Purchase Rights granted under the 423 Component are
intended to be exempt from the application of Section 409A of the
Code. Options Code under Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A
of the Code under the short-term deferral exception and any ambiguities
shall will be construed and interpreted in accordance with such intent. Subject to Section
... class="diff-color-red">23(b), options 13(b) hereof, Purchase Rights granted to U.S. taxpayers under the Non-423 Component are will be 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 that the shares of Common Stock subject to an option a Purchase Right be delivered within the short-term deferral period. Subject to Section 23(b), 13(b) hereof, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Company Board determines that an option a Purchase Right or the exercise, payment, settlement or deferral thereof is subject to Section 409A of the Code, the option shall Purchase Right will be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Anything in adoption of the foregoing to Plan. Notwithstanding the contrary notwithstanding, foregoing, the Company shall will have no liability to a Participant or any other party if the option Purchase Right 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 Board with respect thereto. (b) Although the Company may endeavor to (i) qualify an option a Purchase Right 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). 13(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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