Tax Consequences Contract Clauses (3,730)

Tax Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share... specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not make any claim against the Company, or 8. any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the "fair market value" as subsequently determined by the Internal Revenue Service. View More

Tax Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share... specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the "fair market value" as subsequently determined by the Internal Revenue Service. View More

Tax Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share... specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. View More

Tax Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share... specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not make any claim against the Company, or 8. any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the "fair market value" as subsequently determined by the Internal Revenue Service. View More

Tax Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share... specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the "fair market value" as subsequently determined by the Internal Revenue Service. View More

Tax Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share... specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. View More

Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee Executive or made on his behalf under the terms of this Agreement. Employee Executive agrees and understands that he is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company Company. The Parties agree and any penalties acknowledge that the payments... made pursuant to section 1 of this Agreement are not related to sexual harassment or assessments thereon. Employee further agrees sexual abuse and not intended to indemnify and hold fall within the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account scope of (a) Employee's failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. 26 U.S.C. Section 162(q). View More

Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on his Employee's behalf under the terms of this Agreement. Employee agrees and understands that he Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Employee further agrees to... indemnify and hold the Company Releasees harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Employee's failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. The Parties agree and acknowledge that the payments made pursuant to section 1 of this Agreement are not related to sexual harassment or sexual abuse and not intended to fall within the scope of 26 U.S.C. Section 162(q). View More

Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee Executive or made on his Executive's behalf under the terms of this Agreement. Employee Executive agrees and understands that he Executive is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Employee Executive further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Employee's Executive's failure to pay pay, or Executive's delayed payment of of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. View More

Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee Executive or made on his behalf under the terms of this Agreement. Employee Executive agrees and understands that he is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company Company. The Parties agree and any penalties acknowledge that the payments... made pursuant to section 1 of this Agreement are not related to sexual harassment or assessments thereon. Employee further agrees sexual abuse and not intended to indemnify and hold fall within the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account scope of (a) Employee's failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. 26 U.S.C. Section 162(q). View More

Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on his Employee's behalf under the terms of this Agreement. Employee agrees and understands that he Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Employee further agrees to... indemnify and hold the Company Releasees harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Employee's failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. The Parties agree and acknowledge that the payments made pursuant to section 1 of this Agreement are not related to sexual harassment or sexual abuse and not intended to fall within the scope of 26 U.S.C. Section 162(q). View More

Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee Executive or made on his Executive's behalf under the terms of this Agreement. Employee Executive agrees and understands that he Executive is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Employee Executive further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Employee's Executive's failure to pay pay, or Executive's delayed payment of of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. View More

Tax Consequences. Set forth below is a brief summary, summary as of the Effective Date of Grant, the Plan of some of the federal tax consequences of exercise of the this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE PARTICIPANT SHOULD CONSULT A TAX ADVISOR ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. (a) 5.1 Exercise of Incentive Stock Option. ISO. If the this Option qualifies as an Incentive... Stock Option, ISO, there will be no regular federal or state income tax liability upon the exercise of the this Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to alternative minimum taxable income a tax preference item for federal income tax purposes and may subject the Optionee Participant to an the alternative minimum tax liability in the year of exercise. (b) 5.2 Exercise of Non-Qualified Nonqualified Stock Option. If the this Option does not qualify as an Incentive Stock Option, ISO, there may be a regular federal and state income tax liability upon the exercise of the this Option. The Optionee Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is or was an employee of the Optionee is an Employee or former Employee, Company, the Company will be required to withhold from the Optionee's Participant's compensation or collect from the Optionee Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. (c) Disposition of Shares. In the case of a Non-Qualified Stock Option, if the Shares are held for at least one year before disposition, any gain on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an Incentive Stock Option, if Shares are held for at least one year after the date of exercise and at least two years after the Date of Grant, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year or two-year periods (a "disqualifying disposition"), gain on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price (the "Spread"), or, if less, the difference between the amount realized on the sale of such Shares and the Exercise Price. Any gain in excess of the Spread shall be treated as capital gain. View More

Tax Consequences. Set forth below is a brief summary, as of the Date of Grant, of some Some of the federal tax consequences of exercise relating to this Option, as of the Option and disposition date of the Shares. this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISOR ADVISER BEFORE EXERCISING THE THIS OPTION OR DISPOSING OF THE SHARES. (a) Exercise of Exercising the Option. 1/08/2011 Ascendant... MDx, Inc. 2011 Incentive Stock Plan Stock Option Agreement (i) Nonstatutory Stock Option. If the Option qualifies as an Incentive Stock Option, there will be no The Optionee may incur regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal income tax purposes and may subject the Optionee to an alternative minimum tax liability in the year of exercise. (b) Exercise of Non-Qualified Stock Option. If the Option does not qualify as an Incentive Stock Option, there may be a regular federal income tax liability upon the exercise of the Option. NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from the Optionee's his or her compensation or collect from the Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. (c) (ii) Incentive Stock Option. If this Option qualifies as an ISO, the Optionee will have no regular federal income tax liability upon its exercise, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal tax purposes and may subject the Optionee to alternative minimum tax in the year of exercise. In the event that the Optionee ceases to be an Employee but continues to provide services to the Company, any Incentive Stock Option of the Optionee that remains unexercised shall cease to qualify as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option on the date three (3) months and one (1) day following such change of status. (b) Disposition of Shares. In (i) NSO. If the case Optionee holds NSO Shares for at least one year, any gain realized on disposition of a Non-Qualified Stock Option, if the Shares are held will be treated as long-term capital gain for federal income tax purposes (holding the Shares for more than eighteen (18) months may lower the long-term capital gains rate). (ii) ISO. If the Optionee holds ISO Shares for at least one year before disposition, after exercise and two years after the grant date, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In If the case Optionee disposes of an Incentive Stock Option, if ISO Shares are held for at least within one year after the date of exercise and at least or two years after the Date of Grant, grant date, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year or two-year periods (a "disqualifying disposition"), gain realized on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the lesser of (A) the difference between the Fair Market Value of the Shares acquired on the date of exercise over and the aggregate Exercise Price (the "Spread"), or, if less, Price, or (B) the difference between the amount realized on the sale price of such Shares and the aggregate Exercise Price. Any additional gain in excess will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held. (c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee sells or otherwise disposes of any of the Spread Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, the Optionee shall immediately notify the Company in writing of such disposition. The Optionee agrees that he or she may be treated as capital gain. subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionee. View More

Tax Consequences. Set forth below is a brief summary, summary as of the Effective Date of Grant, the Plan of some of the U.S. federal and applicable state tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE PARTICIPANT SHOULD CONSULT A TAX ADVISOR ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. (a) 7 10.1 Exercise of Incentive Stock Option. ISO. If the Option... qualifies as an Incentive Stock Option, ISO, there will be no regular U.S. federal or applicable state income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to a tax preference item for federal alternative minimum taxable income for federal income tax purposes and may subject the Optionee Participant to an the alternative minimum tax liability in the year of exercise. (b) 10.2 Exercise of Non-Qualified Nonqualified Stock Option. If the Option does not qualify as an Incentive Stock Option, ISO, there may be a regular U.S. federal and applicable state income tax liability upon the exercise of the Option. The Optionee Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If the Optionee Participant is an Employee a current or former Employee, employee of the Company, the Company will may be required to withhold from the Optionee's Participant's compensation or collect from the Optionee Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. (c) 10.3 Disposition of Shares. In The following tax consequences may apply upon disposition of the case of a Non-Qualified Shares. (a) Incentive Stock Option, if Options. If the Shares are held for at least one year before disposition, more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant set forth in the Grant Notice, any gain realized on disposition of the Shares will be treated as long-term long term capital gain for U.S. federal income tax purposes. In the case of an Incentive Stock Option, if Shares are held for at least one year after the date of exercise and at least two years after the Date of Grant, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal applicable state income tax purposes. If the Shares acquired pursuant to purchased under an Incentive Stock Option ISO are disposed of within such one-year either of the applicable one (1) year or two-year periods (a "disqualifying disposition"), two (2) year holding periods, any gain realized on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) rates in the year of the disposition) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price (the "Spread"), or, Price. (b) Nonqualified Stock Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long-term capital gain. (c) Withholding. The Company may be required to withhold from the Participant's compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. 10.4 Section 83(b) Election for Unvested Shares Purchased by Early Exercise. With respect to Unvested Shares which are subject to the Repurchase Option, unless an election is filed by the Participant with the Internal Revenue Service (and, if less, necessary, the proper state taxing authorities), within 30 days of the purchase of the 8 Unvested Shares, electing pursuant to Section 83(b) of the Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the amount realized Exercise Price of the Unvested Shares and their Fair Market Value on the sale date of such purchase, there may be a recognition of taxable income (including, where applicable, alternative minimum taxable income) to the Participant, measured by the excess, if any, of the Fair Market Value of the Unvested Shares and at the time they cease to be Unvested Shares, over the Exercise Price. Any gain in excess Price of the Spread shall be treated as capital gain. Unvested Shares. View More

Tax Consequences. Set forth below is a brief summary, summary as of the Effective Date of Grant, the Plan of some of the federal tax consequences of exercise of the this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE PARTICIPANT SHOULD CONSULT A TAX ADVISOR ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. (a) 5.1 Exercise of Incentive Stock Option. ISO. If the this Option qualifies as an Incentive... Stock Option, ISO, there will be no regular federal or state income tax liability upon the exercise of the this Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to alternative minimum taxable income a tax preference item for federal income tax purposes and may subject the Optionee Participant to an the alternative minimum tax liability in the year of exercise. (b) 5.2 Exercise of Non-Qualified Nonqualified Stock Option. If the this Option does not qualify as an Incentive Stock Option, ISO, there may be a regular federal and state income tax liability upon the exercise of the this Option. The Optionee Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is or was an employee of the Optionee is an Employee or former Employee, Company, the Company will be required to withhold from the Optionee's Participant's compensation or collect from the Optionee Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. (c) Disposition of Shares. In the case of a Non-Qualified Stock Option, if the Shares are held for at least one year before disposition, any gain on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an Incentive Stock Option, if Shares are held for at least one year after the date of exercise and at least two years after the Date of Grant, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year or two-year periods (a "disqualifying disposition"), gain on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price (the "Spread"), or, if less, the difference between the amount realized on the sale of such Shares and the Exercise Price. Any gain in excess of the Spread shall be treated as capital gain. View More

Tax Consequences. Set forth below is a brief summary, as of the Date of Grant, of some Some of the federal tax consequences of exercise relating to this Option, as of the Option and disposition date of the Shares. this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISOR ADVISER BEFORE EXERCISING THE THIS OPTION OR DISPOSING OF THE SHARES. (a) Exercise of Exercising the Option. 1/08/2011 Ascendant... MDx, Inc. 2011 Incentive Stock Plan Stock Option Agreement (i) Nonstatutory Stock Option. If the Option qualifies as an Incentive Stock Option, there will be no The Optionee may incur regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal income tax purposes and may subject the Optionee to an alternative minimum tax liability in the year of exercise. (b) Exercise of Non-Qualified Stock Option. If the Option does not qualify as an Incentive Stock Option, there may be a regular federal income tax liability upon the exercise of the Option. NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from the Optionee's his or her compensation or collect from the Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. (c) (ii) Incentive Stock Option. If this Option qualifies as an ISO, the Optionee will have no regular federal income tax liability upon its exercise, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal tax purposes and may subject the Optionee to alternative minimum tax in the year of exercise. In the event that the Optionee ceases to be an Employee but continues to provide services to the Company, any Incentive Stock Option of the Optionee that remains unexercised shall cease to qualify as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option on the date three (3) months and one (1) day following such change of status. (b) Disposition of Shares. In (i) NSO. If the case Optionee holds NSO Shares for at least one year, any gain realized on disposition of a Non-Qualified Stock Option, if the Shares are held will be treated as long-term capital gain for federal income tax purposes (holding the Shares for more than eighteen (18) months may lower the long-term capital gains rate). (ii) ISO. If the Optionee holds ISO Shares for at least one year before disposition, after exercise and two years after the grant date, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In If the case Optionee disposes of an Incentive Stock Option, if ISO Shares are held for at least within one year after the date of exercise and at least or two years after the Date of Grant, grant date, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year or two-year periods (a "disqualifying disposition"), gain realized on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the lesser of (A) the difference between the Fair Market Value of the Shares acquired on the date of exercise over and the aggregate Exercise Price (the "Spread"), or, if less, Price, or (B) the difference between the amount realized on the sale price of such Shares and the aggregate Exercise Price. Any additional gain in excess will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held. (c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee sells or otherwise disposes of any of the Spread Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, the Optionee shall immediately notify the Company in writing of such disposition. The Optionee agrees that he or she may be treated as capital gain. subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionee. View More

Tax Consequences. Set forth below is a brief summary, summary as of the Effective Date of Grant, the Plan of some of the U.S. federal and applicable state tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE PARTICIPANT SHOULD CONSULT A TAX ADVISOR ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. (a) 7 10.1 Exercise of Incentive Stock Option. ISO. If the Option... qualifies as an Incentive Stock Option, ISO, there will be no regular U.S. federal or applicable state income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to a tax preference item for federal alternative minimum taxable income for federal income tax purposes and may subject the Optionee Participant to an the alternative minimum tax liability in the year of exercise. (b) 10.2 Exercise of Non-Qualified Nonqualified Stock Option. If the Option does not qualify as an Incentive Stock Option, ISO, there may be a regular U.S. federal and applicable state income tax liability upon the exercise of the Option. The Optionee Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If the Optionee Participant is an Employee a current or former Employee, employee of the Company, the Company will may be required to withhold from the Optionee's Participant's compensation or collect from the Optionee Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. (c) 10.3 Disposition of Shares. In The following tax consequences may apply upon disposition of the case of a Non-Qualified Shares. (a) Incentive Stock Option, if Options. If the Shares are held for at least one year before disposition, more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant set forth in the Grant Notice, any gain realized on disposition of the Shares will be treated as long-term long term capital gain for U.S. federal income tax purposes. In the case of an Incentive Stock Option, if Shares are held for at least one year after the date of exercise and at least two years after the Date of Grant, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal applicable state income tax purposes. If the Shares acquired pursuant to purchased under an Incentive Stock Option ISO are disposed of within such one-year either of the applicable one (1) year or two-year periods (a "disqualifying disposition"), two (2) year holding periods, any gain realized on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) rates in the year of the disposition) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price (the "Spread"), or, Price. (b) Nonqualified Stock Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long-term capital gain. (c) Withholding. The Company may be required to withhold from the Participant's compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. 10.4 Section 83(b) Election for Unvested Shares Purchased by Early Exercise. With respect to Unvested Shares which are subject to the Repurchase Option, unless an election is filed by the Participant with the Internal Revenue Service (and, if less, necessary, the proper state taxing authorities), within 30 days of the purchase of the 8 Unvested Shares, electing pursuant to Section 83(b) of the Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the amount realized Exercise Price of the Unvested Shares and their Fair Market Value on the sale date of such purchase, there may be a recognition of taxable income (including, where applicable, alternative minimum taxable income) to the Participant, measured by the excess, if any, of the Fair Market Value of the Unvested Shares and at the time they cease to be Unvested Shares, over the Exercise Price. Any gain in excess Price of the Spread shall be treated as capital gain. Unvested Shares. View More

Tax Consequences. The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, accepting this Award, you have agreed that you have done so or knowingly and voluntarily declined to do so. You... understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. View More

Tax Consequences. The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the... Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 4 13. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company's obligation, if any, to issue shares or other property pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. View More

Tax Consequences. The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, accepting this Award, you have agreed that you have done so or knowingly and voluntarily declined to do so. You... understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. View More

Tax Consequences. The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, accepting this Award, you have agreed that you have done so or knowingly and voluntarily declined to do so. You... understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. View More

Tax Consequences. The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the... Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 4 13. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company's obligation, if any, to issue shares or other property pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. View More

Tax Consequences. The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, accepting this Award, you have agreed that you have done so or knowingly and voluntarily declined to do so. You... understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. View More

Tax Consequences. The Participant has reviewed with his or her the Participant's own tax advisors the U.S. federal, state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this Award the Notice and Agreement. With respect to such matters, The Participant relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written employees or oral. agents. The Participant understands that only the... Participant (and not the Company) shall be responsible for the Participant's own tax liability that may arise as a result of this investment or the transactions contemplated by this Award the Notice and Agreement. View More

Tax Consequences. The Participant acknowledges that the Company has not advised the Participant regarding the Participant's income tax liability in connection with the grant of the Restricted Stock Units and that the Company does not guarantee any particular tax treatment. The Participant acknowledges that the Participant has reviewed with his or her the Participant's own tax advisors the U.S. federal, state, local tax treatment of the Restricted Stock Units and non-U.S. tax consequences of this investment and... the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies is relying solely on such those advisors and not on any statements or representations of the Company or any of its agents, written or oral. in that regard. The Participant understands that the Participant (and not the Company) shall will be responsible for the Participant's own tax liability that may arise as a result of this investment or liabilities arising in connection with the transactions contemplated by this Award Agreement. Restricted Stock Units. View More

Tax Consequences. The Participant acknowledges that the Company has not advised the Participant regarding the Participant's income tax liability in connection with the grant of the Option and that the Company does not guarantee any particular tax treatment. The Participant acknowledges that the Participant has reviewed with his or her the Participant's own tax advisors the U.S. federal, state, local tax treatment of the Option (including the purchase and non-U.S. tax consequences sale of this investment Shares... subject hereto) and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies is relying solely on such those advisors and not on any statements or representations of the Company or any of its agents, written or oral. in that regard. The Participant understands that the Participant (and not the Company) shall will be responsible for the Participant's own tax liability that may arise as a result of this investment or liabilities arising in connection with the transactions contemplated by this Award Agreement. Option. View More

Tax Consequences. The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee's income tax liability in connection with the grant or vesting of the Restricted Awarded Shares or with an election filed under Section 83(b) of the Code. Internal Revenue Code, as amended, with respect to the grant of the Awarded Shares. The Grantee has reviewed with the Grantee's own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement.... The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee's own tax liability that may arise as a result of the transactions contemplated by this Agreement. Award. WHILE THE COMPANY WILL EXERCISE REASONABLE EFFORTS TO ASSIST THE GRANTEE OR OTHERWISE FACILITATE ANY SECTION 83(b) ELECTION MADE BY THE GRANTEE WITH RESPECT TO THE AWARDED SHARES, THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY ANY SECTION 83(b) ELECTION. View More

Tax Consequences. The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee's income tax liability in connection with the grant, vesting or settlement of the Restricted Shares or an election filed under Section 83(b) of the Code. Stock Units. The Grantee has reviewed had the opportunity to review with the Grantee's his or her own tax advisors the federal, state, state and local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is... relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee's own tax liability that may arise as a result of the transactions contemplated by this Agreement. View More

Tax Consequences. The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee's income tax liability in connection with the grant or vesting of the Restricted Shares Stock Units, the dividend equivalents contemplated hereunder or an election filed under Section 83(b) the delivery of the Code. Common Stock underlying the Restricted Stock Units. The Grantee has reviewed with the Grantee's own tax advisors the federal, state, local and foreign tax consequences of this investment and... the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee's own tax liability that may arise as a result of the transactions contemplated by this Agreement. View More