Tax Consequences Contract Clauses (1,666)

Grouped Into 47 Collections of Similar Clauses From Business Contracts

This page contains Tax Consequences clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
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 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 t...he 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
Found in ROKU, INC contract
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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
Found in AVEDRO INC contract
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
Found in AIRXPANDERS INC contract
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
Found in Aclaris Therapeutics, Inc. contract
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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 behalf under the terms of this Agreement. Employee 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 and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Compan...y 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. View More
Found in Great Elm Capital Group, Inc. contract
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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 mad...e 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
Found in Peloton Therapeutics, Inc. contract
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
Found in Cutera, Inc. contract
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 Execu...tive 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
Found in InterDigital Inc. contract
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Tax Consequences. Set forth below is a brief summary, as of the Date of Grant, of some of the federal 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 SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. (a) Exercise of Incentive Stock Option. If the Option qualifies as an Incentive Stock Option, there will be no 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. 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 Shares on the date of exercise over the Exercise Price. If the Optionee is an Employee or former Employee, the Company will be required to withhold from the Optionee's compensation or collect from the Optionee 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
Found in Applied Optoelect contract
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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 S...tock 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
Found in EXAGEN INC. contract
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
Found in PROGENITY, INC. contract
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 qualifie...s 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
Found in Airbnb, Inc. contract
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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 Com...pany) 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
Found in AETHLON MEDICAL INC contract
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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 understan...d 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
Found in U.S. Auto Parts Network, Inc. contract
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 Com...pany) 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
Found in Mirum Pharmaceuticals, Inc. contract
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 understan...d 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
Found in Mirati Therapeutics, Inc. contract
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Tax Consequences. The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee's income tax liability in connection with the vesting of the Restricted Shares or an election filed under Section 83(b) of the Code. 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. View More
Found in S1 Biopharma, Inc. contract
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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. T...he 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
Found in Dorman Products, Inc. contract
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
Found in Destination Maternity Corp contract
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 t...he 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
Found in OneSpan Inc. contract
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Tax Consequences. Participant has reviewed with his or her own tax advisors the U.S. federal, state, local and non-U.S. tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant's own tax liability that may ar...ise as a result of this investment or the transactions contemplated by this Award Agreement. View More
Found in Lyft, Inc. contract
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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
Found in Superior Industries International, Inc. contract
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 th...e 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
Found in Interpace Diagnostics Group, Inc. contract
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 su...bject 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
Found in TELA Bio, Inc. contract
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Tax Consequences. Participant has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant's own tax liability that may arise as a... result of this investment or the transactions contemplated by this Award Agreement. 9 AVINGER, INC. 2015 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT COUNTRY ADDENDUM TERMS AND CONDITIONS This Country Addendum includes additional terms and conditions that govern the Option granted to Participant under the Plan if Participant works in one of the countries listed below. If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which he or she is currently working or if Participant relocates to another country after receiving the Option, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to Participant. Certain capitalized terms used but not defined in this Country Addendum shall have the meanings set forth in the Plan, the and/or the Award Agreement to which this Country Addendum is attached. NOTIFICATIONS This Country Addendum also includes notifications relating to exchange control and other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the countries listed in this Country Addendum, as of [DATE]. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the notifications herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be outdated when Participant exercises the Option or sells Shares acquired under the Plan. In addition, the notifications are general in nature and may not apply to Participant's particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant's country may apply to Participant's situation. Finally, if Participant is a citizen or resident of a country other than the one in which Participant is currently working (or is considered as such for local law purposes) or if Participant moves to another country after the Option is granted, the information contained herein may not be applicable to Participant. 1 EXHIBIT A AVINGER, INC. 2015 EQUITY INCENTIVE PLAN EXERCISE NOTICE Avinger, Inc. 5626 Oberlin Drive, Suite 100, San Diego, CA 92121 Attention: Stock Administration 1. Exercise of Option. Effective as of today, , , the undersigned ("Purchaser") hereby elects to purchase shares (the "Shares") of the Common Stock of Avinger, Inc. (the "Company") under and pursuant to the 2015 Equity Incentive Plan (the "Plan") and the Stock Option Agreement, dated and including the Notice of Grant, the Terms and Conditions of Stock Option Grant, and appendices and exhibits attached thereto (the "Award Agreement"). The purchase price for the Shares will be $ , as required by the Award Agreement. View More
Found in Avinger Inc contract
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Tax Consequences. Participant has reviewed with its his or her own tax advisors the U.S. federal, state, local and foreign non-U.S. tax consequences of this investment and the transactions contemplated by this Award Option Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant's own tax li...ability that may arise as a result of this investment or the transactions contemplated by this Award Option Agreement. 9 AVINGER, INC. 2015 RA MEDICAL SYSTEMS, Inc. 2020 INDUCEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT COUNTRY ADDENDUM TERMS AND CONDITIONS This Country Addendum includes additional terms and conditions that govern the Option granted to Participant under the Plan if Participant works in one of the countries listed below. If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which he or she is currently working or if Participant relocates to another country after receiving the Option, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to Participant. Certain capitalized terms used but not defined in this Country Addendum shall have the meanings set forth in the Plan, the and/or the Award Stock Option Agreement to which this Country Addendum is attached. NOTIFICATIONS This Country Addendum also includes notifications relating to exchange control and other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the countries listed in this Country Addendum, as of [DATE]. . Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the notifications herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be outdated when Participant exercises the Option or sells Shares acquired under the Plan. In addition, the notifications are general in nature and may not apply to Participant's particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant's country may apply to Participant's situation. Finally, if Participant is a citizen or resident of a country other than the one in which Participant is currently working (or is considered as such for local law purposes) or if Participant moves to another country after the Option is granted, the information contained herein may not be applicable to Participant. 1 EXHIBIT A AVINGER, B RA MEDICAL SYSTEMS, INC. 2015 2020 INDUCEMENT EQUITY INCENTIVE PLAN EXERCISE NOTICE Avinger, Ra Medical Systems, Inc. 5626 Oberlin Drive, Suite 100, San Diego, CA 92121 2070 Las Palmas Drive Carlsbad, California 92011 Attention: Stock Administration 1. Exercise 1.Exercise of Option. Effective as of today, , , the undersigned ("Purchaser") hereby elects to purchase shares (the "Shares") of the Common Stock of Avinger, Ra Medical Systems, Inc. (the "Company") under and pursuant to the 2015 2020 Inducement Equity Incentive Plan (the "Plan") and the Stock Option Agreement, dated and including the Notice of Grant, the Terms and Conditions of Stock Option Grant, and appendices and exhibits attached thereto (the "Award "Option Agreement"). The purchase price for the Shares will be $ , as required by the Award Option Agreement. View More
Found in Ra Medical Systems, Inc. contract
Tax Consequences. Participant has reviewed with its his or her own tax advisors the U.S. federal, state, local and foreign non-U.S. tax consequences of this investment and the transactions contemplated by this Award Option Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant's own tax li...ability that may arise as a result of this investment or the transactions contemplated by this Award Option Agreement. 9 AVINGER, ALECTOR, INC. 2015 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT COUNTRY ADDENDUM TERMS AND CONDITIONS This Country Addendum includes additional terms and conditions that govern the Option granted to Participant under the Plan if Participant works in one of the countries listed below. If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which he or she is currently working or if Participant relocates to another country after receiving the Option, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to Participant. Certain capitalized terms used but not defined in this Country Addendum shall have the meanings set forth in the Plan, the and/or the Award Stock Option Agreement to which this Country Addendum is attached. NOTIFICATIONS This Country Addendum also includes notifications relating to exchange control and other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the countries listed in this Country Addendum, as of [DATE]. . Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the notifications herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be outdated when Participant exercises the Option or sells Shares acquired under the Plan. In addition, the notifications are general in nature and may not apply to Participant's particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant's country may apply to Participant's situation. Finally, if Participant is a citizen or resident of a country other than the one in which Participant is currently working (or is considered as such for local law purposes) or if Participant moves to another country after the Option is granted, the information contained herein may not be applicable to Participant. 1 EXHIBIT A AVINGER, B ALECTOR, INC. 2015 2019 EQUITY INCENTIVE PLAN EXERCISE NOTICE Avinger, Alector, Inc. 5626 Oberlin Drive, 151 Oyster Point Blvd., Suite 100, 300 South San Diego, Francisco, CA 92121 94080 Attention: Stock Administration 1. Exercise of Option. Effective as of today, , , the undersigned ("Purchaser") hereby elects to purchase shares (the "Shares") of the Common Stock of Avinger, Alector, Inc. (the "Company") under and pursuant to the 2015 2019 Equity Incentive Plan (the "Plan") and the Stock Option Agreement, dated and including the Notice of Grant, the Terms and Conditions of Stock Option Grant, and appendices and exhibits attached thereto (the "Award "Option Agreement"). The purchase price for the Shares will be $ , as required by the Award Option Agreement. View More
Found in Alector, Inc. contract
Tax Consequences. Participant has reviewed with its his or her own tax advisors the U.S. federal, state, local and foreign non-U.S. tax consequences of this investment and the transactions contemplated by this Award Option Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant's own tax li...ability that may arise as a result of this investment or the transactions contemplated by this Award Option Agreement. 9 AVINGER, ORIC PHARMACEUTICALS, INC. 2015 2020 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT COUNTRY ADDENDUM TERMS AND CONDITIONS This Country Addendum includes additional terms and conditions that govern the Option granted to Participant under the Plan if Participant works in one of the countries listed below. If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which he or she is currently working or if Participant relocates to another country after receiving the Option, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to Participant. Certain capitalized terms used but not defined in this Country Addendum shall have the meanings set forth in the Plan, the and/or the Award Stock Option Agreement to which this Country Addendum is attached. NOTIFICATIONS This Country Addendum also includes notifications relating to exchange control and other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the countries listed in this Country Addendum, as of [DATE]. . Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the notifications herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be outdated when Participant exercises the Option or sells Shares acquired under the Plan. In addition, the notifications are general in nature and may not apply to Participant's particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant's country may apply to Participant's situation. Finally, if Participant is a citizen or resident of a country other than the one in which Participant is currently working (or is considered as such for local law purposes) or if Participant moves to another country after the Option is granted, the information contained herein may not be applicable to Participant. 1 EXHIBIT A AVINGER, B ORIC PHARMACEUTICALS, INC. 2015 2020 EQUITY INCENTIVE PLAN EXERCISE NOTICE Avinger, ORIC Pharmaceuticals, Inc. 5626 Oberlin Drive, Suite 100, 240 East Grand Ave 2nd Floor South San Diego, Francisco, CA 92121 94080 Attention: Stock Administration 1. Exercise of Option. Effective as of today, , , the undersigned ("Purchaser") hereby elects to purchase shares (the "Shares") of the Common Stock of Avinger, ORIC Pharmaceuticals, Inc. (the "Company") under and pursuant to the 2015 2020 Equity Incentive Plan (the "Plan") and the Stock Option Agreement, dated and including the Notice of Grant, the Terms and Conditions of Stock Option Grant, and appendices and exhibits attached thereto (the "Award "Option Agreement"). The purchase price for the Shares will be $ , as required by the Award Option Agreement. View More
Found in Oric Pharmaceuticals, Inc. contract
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Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award and the transactions contemplated by this Agreement. You shall rely solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this Award and the transactions contemplated by this Agreement. You understand that Se...ction 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock as of the date any restrictions on the shares lapse (that is, as of the date on which part or all of the shares vest). In this context, "restriction" includes the right of the Company to reacquire the shares pursuant to its Reacquisition Right. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares are acquired rather than when and as the Company's Reacquisition Right expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the date you acquire the shares pursuant to your Award. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited and will not get a refund of any of the tax paid. View More
Found in GERON CORP contract
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Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award investment and the transactions contemplated by this Agreement. You shall will rely solely on such your advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall will be responsible for your own tax liability that may arise as a result of this Award and investment or the transactions contemplated b...y this 6. Agreement. You understand that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares Shares of Common Stock issued to you under this Agreement as of the date any restrictions on the shares Shares lapse (that is, as of the date on which part or all of the shares Shares vest). In this context, "restriction" includes the right risk of forfeiture with respect to some or all of the Company to reacquire the shares pursuant to its Reacquisition Right. Shares set forth above. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares are acquired Common Stock is issued to you pursuant to this Agreement, rather than when and as the Company's Reacquisition Right expires risk of forfeiture with respect to the Shares expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service within thirty (30) 30 days after the date you acquire the shares Shares of Common Stock pursuant to this Agreement. A sample 83(b) Election is attached as Attachment V for convenience. Even if the fair market value of the Common Stock at the time it is issued equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. You understand that failure to file an 83(b) Election in a timely manner may result in adverse tax consequences for you. You further understand that you must file an additional copy of the 83(b) Election with your Award. federal income tax return for the calendar year in which you make the 83(b) Election. You acknowledge that the foregoing is only a summary of the effect of U.S. federal income taxation with respect to issuance of the Common Stock pursuant to this Agreement, and does not purport to be complete. You further acknowledge that notwithstanding the inclusion of a sample 83(b) Election as Attachment V, the Company has directed you to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which you may reside, and the tax consequences of your death. You assume all responsibility for filing an 83(b) Election and paying all taxes resulting from the 83(b) Election or the lapse of the restrictions on the Common Stock. YOU ACKNOWLEDGE THAT NOTWITHSTANDING THE INCLUSION OF A SAMPLE 83(B) ELECTION AS ATTACHMENT V, IT IS YOUR SOLE OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST 83(B) ELECTION. THE COMPANY OR AND ITS REPRESENTATIVES LEGAL COUNSEL CANNOT ASSUME RESPONSIBILITY FOR FAILURE TO MAKE FILE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited and will not get a refund of any of the tax paid. 83(B) ELECTION IN A TIMELY MANNER UNDER ANY CIRCUMSTANCES. View More
Found in Oncorus, Inc. contract
Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award investment and the transactions contemplated by this Agreement. Award. You shall will rely solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall will be responsible for your own tax liability that may arise as a result of this Award and investment or the transactions contemplated... by this Agreement. Award. You understand that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock Shares issued to you pursuant to the Award as of the date any restrictions on the such shares lapse (that is, as of the date on which part or all of the such shares vest). In this context, "restriction" includes the right of the Company to reacquire the shares Shares pursuant to its the Reacquisition Right. Right set forth above. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares Shares are acquired issued to you pursuant to your Award, rather than when and as the Company's Reacquisition Right expires expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") 6 with the Internal Revenue Service within thirty (30) 30 days after the date you your acquire the shares Shares pursuant to your Award. Even if the fair market value of the Common Stock at the time of grant of your Award equals the amount paid for the Shares (if anything), the 83(b) Election must be made to avoid income under Section 83(a) in the future. You understand that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for you. You acknowledge that the foregoing is only a summary of the effect of U.S. federal income taxation with respect to issuance of the Shares pursuant to your Award, and does not purport to be complete. You further acknowledge that the Company has directed you to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which you may reside, and the tax consequences of your death. You assume all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Shares. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST 83(b) ELECTION. THE COMPANY OR AND ITS REPRESENTATIVES LEGAL COUNSEL CANNOT ASSUME RESPONSIBILITY FOR FAILURE TO MAKE FILE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited and will not get a refund of any of the tax paid. ELECTION IN A TIMELY MANNER UNDER ANY CIRCUMSTANCES. View More
Found in Longboard Pharmaceuticals, Inc. contract
Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award investment and the transactions contemplated by this Agreement. Award. You shall will rely solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall will be responsible for your own tax liability that may arise as a result of this Award and investment or the transactions contemplated... by this Agreement. Award. You understand that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock Shares issued to you pursuant to the Award as of the date any restrictions on the such shares lapse (that is, as of the date on which part or all of the such shares vest). In this context, "restriction" includes the right of the Company to reacquire the shares Shares pursuant to its the Reacquisition Right. Right set forth above. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares Shares are acquired issued to you pursuant to your Award, rather than when and as the Company's Reacquisition Right expires expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service within thirty (30) 30 days after the date you acquire the shares Shares pursuant to your Award. Even if the fair market value of the Common Stock at the time of grant of your Award equals the amount paid for the Shares (if anything), the 83(b) Election must be made to avoid income under Section 83(a) in the future. You understand that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for you. You acknowledge that the foregoing is only a summary of the effect of U.S. federal income taxation with respect to issuance of the Shares pursuant to your Award, and does not purport to be complete. You further acknowledge that the Company has directed you to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which you may reside, and the tax consequences of your death. You assume all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Shares. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST 83(b) ELECTION. THE COMPANY OR AND ITS REPRESENTATIVES LEGAL COUNSEL CANNOT ASSUME RESPONSIBILITY FOR FAILURE TO MAKE FILE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) ELECTION IN A TIMELY MANNER UNDER ANY CIRCUMSTANCES. 8 16. Severability. If all or any part of this Award Agreement or the Code and then subsequently forfeit the shares, you Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Award Agreement or the Plan not declared to be able unlawful or invalid. Any Section of this Award Agreement (or part of such a Section) so declared to report as be unlawful or invalid shall, if possible, be construed in a loss manner which will give effect to the value terms of any shares forfeited such Section or part of a Section to the fullest extent possible while remaining lawful and will not get a refund of any of the tax paid. valid. View More
Found in UiPath, Inc. contract
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Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this... Agreement. The Purchaser understands that Section 83 of the Code, taxes as ordinary income the difference between the purchase price for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this section 83(b) election is attached to this agreement as Exhibit D and the Purchaser (and not the Company or any of its agents) shall be solely responsible for appropriately filing such form, even if the purchaser requests the company or its agents to make this filing on THE purchaser's behalf. View More
Found in SpineEx, Inc. contract
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Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for any the Purchaser's own tax liability that may arise as a result of this investment o...r the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Code, Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back 4 the Shares pursuant to its repurchase option. In the Repurchase Option. event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company's repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this section 83(b) election is attached to this agreement as Exhibit D and the Purchaser (and not the Company or any of its agents) shall be solely responsible for appropriately filing such form, even if the purchaser requests the company or its agents to make this filing on THE purchaser's behalf. PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. View More
Found in GTX INC contract
Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors advisers the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors advisers and not on any statements statement or representations representation of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for any Purchaser's own tax liability that may... arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Code, taxes as ordinary income the difference between the purchase price for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this section 83(b) election is attached to this agreement as Exhibit D and the Purchaser (and not the Company or any of its agents) shall be solely responsible for appropriately filing such form, even if the purchaser requests the company or its agents to make this filing on THE purchaser's behalf. View More
Found in GJ Culture Group US, Inc. contract
Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this... Agreement. The Purchaser understands that Section 83 of the Code, taxes as ordinary income the difference between the purchase price for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this section 83(b) election is attached to this agreement as Exhibit D and the Purchaser (and not the Company or any of its agents) shall be solely responsible for appropriately filing such form, even if the purchaser requests the company or its agents to make this filing on THE purchaser's behalf. View More
Found in Vector Therapeutics, Inc. contract
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Tax Consequences. (a) Exercising the Option. Participant acknowledges that, regardless of any action taken by the Company or a Parent or Subsidiary employing or retaining Participant (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to Participant's participation in the Plan and legally applicable to Participant ("Tax-Related Items") is and remains Participant's responsibility and may exceed the am...ount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH YOU RESIDE OR ARE SUBJECT TO TAXATION BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Participant's wages or other cash compensation paid to Participant by the Company and/or the Employer; or 3 (ii) withholding from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization) without further consent; or (iii) withholding in Shares to be issued upon exercise of the Option, provided the Company only withholds from the amount of Shares necessary to satisfy the minimum statutory withholding amount; or (iv) any other arrangement approved by the Committee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full member of Shares issued upon exercise of the Options; notwithstanding that a member of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a credit against the Tax-Related Items withholding. Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant's participation in the Plan that cannot be satisfied by the means previously described. the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items. (b) Notice of Disqualifying Disposition of ISO Shares. For U.S. taxpayers, if Participant sells or otherwise disposes of any of the 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, Participant will immediately notify the Company in writing of such disposition. Participant agrees that he or she may be 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 Participant. View More
Found in TRUPANION, INC. contract
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Tax Consequences. (a) Exercising the Option. Participant acknowledges that, regardless of any action taken by the Company or You should consult a Parent or Subsidiary employing or retaining Participant (the "Employer"), the ultimate liability tax adviser for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related consequences relating to Participant's participation this Option in the Plan and legally applicable to Participant ("Tax-Related Items") ...is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items jurisdiction(s) in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and which you are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. PARTICIPANT tax. YOU SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH YOU RESIDE OR ARE SUBJECT TO TAXATION BEFORE ACCEPTING THIS OPTION, EXERCISING THE THIS OPTION OR DISPOSING OF THE SHARES. Prior (a) Exercising the Option. You will not be allowed to the relevant taxable or tax withholding event, as applicable, Participant agrees to exercise this Option unless you make adequate arrangements satisfactory acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Participant's wages or other cash compensation paid to Participant by the Company and/or the Employer; or 3 (ii) withholding from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization) without further consent; or (iii) withholding in Shares to be issued upon exercise of the Option, provided the Company only withholds from the amount of Shares necessary to satisfy the minimum statutory withholding amount; or (iv) any other arrangement approved by the Committee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full member of Shares issued upon exercise of the Options; notwithstanding that a member of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a credit against the Tax-Related Items withholding. Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be are required to withhold or account for be withheld as a result of Participant's participation further described in the Plan that cannot be satisfied by the means previously described. the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items. Section 8 below. (b) Notice of Disqualifying Disposition of ISO Shares. For U.S. taxpayers, if Participant sells If you sell or otherwise disposes dispose of any of the 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, Participant will you shall immediately notify the Company in writing of such disposition. Participant agrees You agree that he or she you may be 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 compensation paid to Participant. you. 4 8. Responsibility for Taxes. Regardless of any action the Company or, if different, your employer (the "Employer") take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account and other tax-related items related to your participation in the Plan and legally applicable to you ("Tax-Related Items"), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you shall pay or make adequate arrangements to satisfy any withholding obligation the Company and/or the Employer may have for Tax-Related Items. In this regard, you authorize the Company and/or the Employer, and their respective agents, at their discretion, to withhold all applicable Tax-Related Items from your wages or other cash compensation paid to you by the Company and/or the Employer or by one or a combination of the following methods: (a) payment by you to the Company or the Employer of an amount equal to the Tax-Related Items in cash, (b) having the Company withhold otherwise deliverable cash or Shares having a value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned Shares having a value equal to the Tax-Related Items to be withheld, (d) withholding from proceeds of the sale of the Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), or (e) any other arrangement approved by the Company and permissible under applicable law; in all cases, under such rules as may be established by the Committee and in compliance with the Company's Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if you are a Section 16 officer of the Company under the Exchange Act, then the method of withholding shall be a mandatory sale under (d) above (unless the Committee shall establish an alternate method prior to the taxable or withholding event). Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rate in your jurisdiction in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, you acknowledge that the Company has no obligation to deliver Shares or proceeds from the sale of Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section. View More
Found in Bloom Energy Corp contract
Tax Consequences. (a) Exercising the Option. Participant acknowledges You acknowledge that, regardless of any action taken by the Company or a Parent or Subsidiary employing or retaining Participant or, if different, your employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to Participant's your participation in the Plan and legally applicable to Participant you ("Tax-Related Items") is and r...emains Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant You further acknowledges acknowledge that the Company and/or the Employer (i) (I) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, the option, including, but not limited to, the grant, vesting or exercise of this Option, the option, the subsequent sale of Shares shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii) (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option the option to reduce or eliminate Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH YOU RESIDE OR ARE SUBJECT TO TAXATION BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Participant's wages or other cash compensation paid to Participant by the Company and/or the Employer; or 3 (ii) withholding from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization) without further consent; or (iii) withholding in Shares to be issued upon exercise of the Option, provided the Company only withholds from the amount of Shares necessary to satisfy the minimum statutory withholding amount; or (iv) any other arrangement approved by the Committee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full member of Shares issued upon exercise of the Options; notwithstanding that a member of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a credit against the Tax-Related Items withholding. Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant's participation in the Plan that cannot be satisfied by the means previously described. the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items. (b) Notice of Disqualifying Disposition of ISO Shares. For U.S. taxpayers, if Participant sells or otherwise disposes of any of the 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, Participant will immediately notify the Company in writing of such disposition. Participant agrees that he or she may be 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 Participant. View More
Found in AVALARA, INC. contract
Tax Consequences. You acknowledge that there will be tax consequences upon settlement of the PRSUs or disposition of the Shares, if any, received in connection therewith, and you should consult a tax adviser regarding your tax obligations prior to such settlement or disposition in the jurisdiction where you are subject to tax. 2 9. Withholding Taxes and Stock Withholding. (a) Exercising the Option. Participant acknowledges that, regardless Regardless of any action taken by the Company or a Parent your actual empl...oyer (the "Employer") takes with respect to any or Subsidiary employing or retaining Participant (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to Participant's participation in tax-related withholding ("Tax-Related Items"), you acknowledge that the Plan and ultimate liability for all Tax-Related Items legally applicable to Participant ("Tax-Related Items") due by you is and remains Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise award, including the settlement of this Option, the PRSUs, the subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant award or any aspect of this Option the PRSUs to reduce or eliminate Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, Items. You acknowledge that if Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH YOU RESIDE OR ARE SUBJECT TO TAXATION BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. (b) Prior to the relevant taxable settlement of your PRSUs, you shall pay or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes withholding and payment on account obligations of the Company and/or the Employer, or their respective agents, at their discretion, Employer. In this regard, you authorize the Company and/or the Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by one or a combination of the following: (i) withholding you from Participant's your wages or other cash compensation paid to Participant you by the Company and/or the Employer; or 3 Employer. With the Company's consent, these arrangements may also include, if permissible under local law, (i) withholding Shares that otherwise would be issued to you when your PRSUs are settled, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (ii) withholding having the Company withhold taxes from the proceeds of the sale of Shares acquired at exercise of this Option the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's your behalf pursuant to and you hereby authorize such sales by this authorization) without further consent; or authorization), (iii) withholding in Shares to be issued upon exercise your payment of the Option, provided the Company only withholds from the amount of Shares necessary to satisfy the minimum statutory withholding amount; a cash amount, or (iv) any other arrangement approved by the Committee. Depending on Company; all under such rules as may be established by the withholding method, Committee and in compliance with the Company's insider trading policy; provided however, that if you are a Section 16 officer of the Company may withhold or account for under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (i)-(iv) above, and the Committee shall establish the method prior to the Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full member of Shares issued upon exercise of the Options; notwithstanding that a member of the Shares are held back solely for the purpose of paying the Tax-Related Items. event. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, when taxes otherwise would have been withheld in cash, will be applied as a credit against the Tax-Related Items withholding. Finally, Participant agrees to withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant's your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company may refuse has no obligation to issue or deliver Shares to you until you have satisfied the Shares or the proceeds of the sale of Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items. (b) Notice of Disqualifying Disposition of ISO Shares. For U.S. taxpayers, if Participant sells or otherwise disposes of any of the 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, Participant will immediately notify the Company Items as described in writing of such disposition. Participant agrees that he or she may be 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 Participant. this Section 9. View More
Found in EQUITY BANCSHARES INC contract
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