Tax Consequences. 22.1. Any tax consequences (including, without limitation, social security taxes and health taxes, if applicable) arising from the grant, exercise or vesting of any Award, from the payment for Shares covered thereby, or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Eligible Person), hereunder, shall be borne solely by the Eligible Person. The Company and/or its Affiliates, and/or the Trustee shall be entitled to withhold taxes according to the
... requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Eligible Person shall agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Eligible Person. The Company or any of its Affiliates or the Trustee may make such provisions and take such steps as they may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Awards granted under the Plan or the exercise or vesting or sale thereof, including, but not limited to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to an Eligible Person, including by deducting any such amount from the Eligible Person's salary or other amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring an Eligible Person to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares, and/or (iii) withholding otherwise deliverable Shares having a Fair Market Value equal to the minimum amount statutorily required to be withheld and/or (iv) by causing the exercise of an Award and/or the sale of Shares held by or on behalf of an Eligible Person to cover such liability, up to the amount required to satisfy minimum statuary withholding requirements. In addition, the Eligible Person will be required to pay any amount which exceeds the tax to be withheld and remitted to the tax authorities, pursuant to applicable tax laws, regulations and rules. 22.2. With respect to Non-Trustee Grants, if the Eligible 102 Participant ceases to be employed by the Company or any Affiliate, the Eligible 102 Participant shall extend to the Company and/or its Affiliate to the satisfaction of the Company, a security or guarantee for the payment of tax due at the time of sale of a Share, all in accordance with the provisions of Section 102 of the ITO and the Section 102 Rules. 10 22.3. The Company does not represent or undertake that an Award will qualify for or comply with the requisites of any particular tax treatment (such as the "capital gains track" under Section 102), nor shall the Company, its assignees or successors be required to take any action for the qualification of any Award under such tax treatment. The Company shall have no liability of any kind or nature in the event that, as a result of applicable law, actions by the Trustee or any position or interpretation of the ITA, or for any other reason whatsoever, an Award shall be deemed to not qualify for any particular tax treatment 22.4. With respect to 102 Trustee Grants, , the Israeli Fair Market Value and classification of income as capital gain, ordinary income, or any combination thereof shall be determined pursuant to Section 102 (b)(3) of the Ordinance.
View More
Tax Consequences.
22.1. 6.1 Any tax consequences
(including, without limitation, social security taxes and health taxes, if applicable) arising from the
grant, grant or exercise or vesting of any Award, from the payment for Shares covered thereby, or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the
Eligible Person), Holder), hereunder, shall be borne solely by the
Eligible Person. Holder. The Company and/or its Affiliates, and/or the Trustee shall be entitled to withhold
... taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Eligible Person Holder shall agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Eligible Person. Holder. The Company or any of its Affiliates or and the Trustee may make such provisions and take such steps as they it may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Awards granted under the Plan or and this Appendix and the exercise or vesting or sale thereof, including, but not limited limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to an Eligible Person, including by deducting any such amount from the Eligible Person's salary or other amounts payable to the Participant, to the maximum extent permitted under law a Holder, and/or (ii) requiring an Eligible Person a Holder to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares, Share, and/or (iii) withholding otherwise deliverable Shares having a Fair Market Value equal to the minimum amount statutorily required to be withheld and/or (iv) by causing the exercise of an Award and/or the sale of Shares Share held by or on behalf of an Eligible Person a Holder to cover such liability, up to the amount required to satisfy minimum statuary withholding requirements. In addition, the Eligible Person Holders will be required to pay any amount which exceeds the tax to be withheld and remitted to the tax authorities, pursuant to applicable tax laws, regulations and rules. 22.2. 6.2 With respect to Non-Trustee Grants, if the Eligible 102 Participant Eligible102 Holder ceases to be employed by the Company or any Affiliate, the Eligible 102 Participant Eligible102 Holder shall extend to the Company and/or its Affiliate to the satisfaction of the Company, a security or guarantee for the payment of tax due at the time of sale of a Share, Share to the satisfaction of the Company, all in accordance with the provisions of Section 102 of the ITO and the Section 102 ITO Rules. 10 22.3. The Company does not represent or undertake that an Award will qualify for or comply with the requisites of any particular tax treatment (such as the "capital gains track" under Section 102), nor shall the Company, its assignees or successors be required to take any action for the qualification of any Award under such tax treatment. The Company shall have no liability of any kind or nature in the event that, as a result of applicable law, actions by the Trustee or any position or interpretation of the ITA, or for any other reason whatsoever, an Award shall be deemed to not qualify for any particular tax treatment 22.4. With respect to 102 Trustee Grants, , the Israeli Fair Market Value and classification of income as capital gain, ordinary income, or any combination thereof shall be determined pursuant to Section 102 (b)(3) of the Ordinance.
View More
Tax Consequences.
22.1. Any tax consequences
(including, without limitation, social security taxes and health taxes, if applicable) arising from the grant,
exercise exercise, or vesting of any Award, from the payment for
Shares Common Stock covered
thereby, thereby or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Eligible
Person), Participant), hereunder, shall be borne solely by the Eligible
Person. Participant. The Company and/or its Affiliates, and/or the Trustee
... shall be entitled to withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. source, any may make any provisions and take such steps as they may deem necessary or appropriate to meet the withholding requirements, including, but not limited to: (i) withholding from the Eligible Participant's wages or other cash compensation paid to the Eligible Participant by the Company or the Affiliates; (ii) withholding otherwise deliverable Common Stock having a value equal to the minimum amount statutorily required to be withheld; or (iii) selling a sufficient number of such Common Stock otherwise deliverable to the Eligible Participant through such means as the Trustee may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld either through a voluntary sale or through a mandatory sale arranged by the Company (on the Eligible Participant's behalf pursuant to the Eligible Participant's authorization), to the extent permitted by law or pursuant to the approval of the ITA. In addition, the Eligible Participant will be required to pay any amount, including penalties, that exceeds the tax to be withheld and transferred to the ITA, pursuant to applicable law, regulation and rules. Furthermore, the Eligible Person Participant shall agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Eligible Person. Participant. The Company, the Affiliate and/or the Trustee shall not be required to release any Awards and or Common Stock to an Eligible Participant until all required taxes have been withheld. A-5 9.2. The Company or any of its Affiliates or and/or, when applicable, the Trustee may make such provisions and take such steps as they may deem necessary or appropriate shall not be required to release any share certificate to an Eligible Participant until all required payments have been fully made. 9.3. For avoidance of doubt, there is no assurance that all of the Awards granted pursuant to Section 102 of the Ordinance shall be eligible for the withholding tax benefits afforded by Section 102 of all taxes required by law the Ordinance. 9.4. Following the grant of Awards under this Sub-plan and in any case in with the Eligible Participant shall cease to be considered an "Israeli Resident" as this term is defined in the Ordinance, the Company, an Affiliate, and/or the Trustee may, if and to the extent the Ordinance and/or Rules promulgated thereunder shall impose an obligation on them, withhold all applicable taxes from the Eligible Participant, remit the amount withheld with respect to Awards granted under the Plan or the exercise or vesting or sale thereof, including, but not limited ITA, and report to (i) deducting such Eligible Participant the amount so required to be withheld from any other amount then or thereafter payable to an Eligible Person, including by deducting any such amount from the Eligible Person's salary or other amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring an Eligible Person to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares, and/or (iii) withholding otherwise deliverable Shares having a Fair Market Value equal to the minimum amount statutorily required to be withheld and/or (iv) by causing the exercise of an Award and/or the sale of Shares held by or on behalf of an Eligible Person to cover such liability, up to the amount required to satisfy minimum statuary withholding requirements. In addition, the Eligible Person will be required to pay any amount which exceeds the tax to be withheld and remitted to the tax authorities, pursuant to applicable tax laws, regulations and rules. 22.2. paid. 9.5. With respect to Non-Trustee Grants, if the Eligible 102 Participant ceases to be employed by the Company, or otherwise if so requested by the Company or any the Affiliate, the Eligible 102 Participant shall extend to the Company and/or its Affiliate or to the satisfaction of the Company, Affiliate a security or guarantee for the payment of tax due at the time of sale of a Share, Common Stock to the satisfaction of the Company or the Affiliate, all in accordance with the provisions of Section 102 of the ITO Ordinance and the Section 102 Rules. 10 22.3. The Company does not represent or undertake that an Award will qualify for or comply with the requisites of any particular tax treatment (such as the "capital gains track" under Section 102), nor shall the Company, its assignees or successors be required to take any action for the qualification of any Award under such tax treatment. The Company shall have no liability of any kind or nature in the event that, as a result of applicable law, actions by the Trustee or any position or interpretation of the ITA, or for any other reason whatsoever, an Award shall be deemed to not qualify for any particular tax treatment 22.4. With respect to 102 Trustee Grants, , the Israeli Fair Market Value and classification of income as capital gain, ordinary income, or any combination thereof shall be determined pursuant to Section 102 (b)(3) of the Ordinance.
View More
Tax Consequences.
22.1. (a) Any tax consequences
(including, without limitation, social security taxes and health taxes, if applicable) arising from the
grant, exercise grant or
vesting settlement of any Award,
from the
exercise of any Option, the issuance, sale or transfer and payment for
the Shares covered
thereby, by an Award, or from any other event or act (of the
Company, Company and/or its
Affiliates, and subsidiary or affiliate and/or the Trustee
and/or the 5 Participant) relating to an Award or
the... Eligible Person), hereunder, Shares issued thereupon shall be borne solely by the Eligible Person. Participant. The Company and/or its Affiliates, subsidiary or affiliate, and/or the Trustee shall be entitled to withhold taxes according to the requirements under the applicable laws, Applicable Laws, rules, and regulations, including withholding taxes at source. Furthermore, the Eligible Person Participant shall agree to indemnify the Company and/or its Affiliates subsidiary or affiliate and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Eligible Person. Participant. The Company or any of its Affiliates subsidiaries or affiliates, and the Trustee may make such provisions and take such steps as they it/they may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Awards an Award granted under the Plan and the exercise, sale, transfer or the exercise or vesting or sale other disposition thereof, including, but not limited limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to an Eligible Person, a Participant, including by deducting any such amount from the Eligible Person's a Participant's salary or other amounts payable to the Participant, to the maximum extent permitted under law law; and/or (ii) requiring an Eligible Person a Participant to pay to the Company or any of its Affiliates subsidiaries or affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares, withheld; and/or (iii) withholding otherwise deliverable Shares having a Fair Market Value equal to the minimum amount statutorily required to be withheld withheld; and/or (iv) by causing selling a sufficient number of such Shares otherwise deliverable to a Participant through such means as the exercise of an Award and/or the sale of Shares held by Company may determine in its sole discretion (whether through a broker or on behalf of an Eligible Person to cover such liability, up otherwise) equal to the amount required to satisfy minimum statuary withholding requirements. be withheld either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to the Participant's authorization as expressed by acceptance of the Award under the terms herein), to the extent permitted by applicable law or pursuant to the approval of the ITA. In addition, the Eligible Person will Participant shall be required to pay any amount which (including penalties) that exceeds the tax to be withheld and remitted transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules. 22.2. With respect to Non-Trustee Grants, if the Eligible 102 Participant ceases to be employed by the Company or any Affiliate, the Eligible 102 Participant shall extend to the Company and/or its Affiliate to the satisfaction of the Company, a security or guarantee for the payment of tax due at the time of sale of a Share, all in accordance with the provisions of Section 102 of the ITO and the Section 102 Rules. 10 22.3. (b) The Company does not represent or undertake that an Award will shall qualify for or comply with the requisites of any particular tax treatment (such as the "capital gains track" under Section 102), nor shall the Company, its assignees or successors be required to take any action for the qualification of any Award under such tax treatment. The Company shall have no liability of any kind or nature in the event that, as a result of application of applicable law, actions by the Trustee or any position or interpretation of the ITA, or for any other reason whatsoever, an Award shall be deemed to not qualify for any particular tax treatment 22.4. treatment. (c) With respect to Non-Trustee Grants, if the Eligible 102 Trustee Grants, , Participant ceases to be employed by the Israeli Fair Market Value and classification of income as capital gain, ordinary income, Company or any combination thereof subsidiary or affiliate, the Eligible 102 Participant shall be determined pursuant extend to the Company and/or its subsidiary or affiliate a security or guarantee for the payment of tax due at the time of sale of Shares to the satisfaction of the Company, all in accordance with the provisions of Section 102 (b)(3) of the Ordinance. ITO and the Rules.
View More
Tax Consequences.
22.1. 6.1 Any tax consequences
(including, without limitation, social security taxes and health taxes, if applicable) arising from the
grant, grant or exercise
or vesting of any Award, from the payment for Shares covered thereby, or from any other event or act (of the Company,
and/or the Company's its Affiliates,
and the
Trustee or Trustee, and/or the
Eligible Person), Participant), hereunder, shall be borne solely by the
Eligible Person. Participant. The
Company and/or Company, its Affiliates,
... and/or the Trustee shall be entitled to withhold taxes according to the requirements under the applicable laws, rules, law (including applicable rules and regulations, regulations), including withholding taxes at source. Furthermore, the Eligible Person Participant shall agree to indemnify the Company and/or Company, its Affiliates Affiliates, and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Eligible Person. Participant. The Company Company, or any of its Affiliates or and the Trustee may make such provisions and take such steps as they it may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Awards granted under the Plan or Sub-Plan and the exercise or vesting or sale thereof, including, but not limited limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to an Eligible Person, including by deducting any such amount from the Eligible Person's salary or other amounts payable to the a Participant, to the maximum extent permitted under law and/or (ii) requiring an Eligible Person a Participant to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares, and/or (iii) withholding otherwise deliverable Shares having a Fair Market Value equal to the minimum amount statutorily required to be withheld and/or (iv) by causing the exercise of an Award and/or the sale of Shares held by or on behalf of an Eligible Person a Participant to cover such liability, up to the amount required to satisfy minimum statuary withholding requirements. In addition, the Eligible Person Participant will be required to pay any amount which exceeds the tax to be withheld and remitted to the tax authorities, pursuant to applicable tax laws, regulations and rules. 22.2. 6.2 With respect to Non-Trustee Grants, if the an Eligible 102 Participant ceases to be employed by the Company a Company's Affiliate employee or any Affiliate, director, the Eligible 102 Participant shall extend to the Company and/or its Affiliate to the satisfaction of the Company, a security or a guarantee for the payment of tax due at the time of sale of a Share, Share to the satisfaction of the Board, all in accordance with the provisions of Section 102 of the ITO and the Section 102 ITO Rules. 10 22.3. B-4 7. Governing Law and Jurisdiction. The Company does not represent or undertake that an Award will qualify for or comply with the requisites of any particular tax treatment (such as the "capital gains track" under Section 102), nor shall the Company, its assignees or successors be required to take any action for the qualification of any Award under such tax treatment. The Company shall have no liability of any kind or nature in the event that, as a result of applicable law, actions by the Trustee or any position or interpretation validity and enforceability of the ITA, or for any other reason whatsoever, an Award Sub-Plan shall be deemed to not qualify for any particular tax treatment 22.4. With respect to 102 Trustee Grants, , governed by, and construed and enforced in accordance with, the Israeli Fair Market Value and classification of income as capital gain, ordinary income, or any combination thereof shall be determined pursuant to Section 102 (b)(3) laws of the Ordinance. State of Delaware, without regard to the provisions governing conflict of laws and applicable federal law, except to the extent that mandatory provisions of the laws of the State of Israel apply.
View More
Tax Consequences.
22.1. Any 6.1Any tax consequences
(including, without limitation, social security taxes and health taxes, if applicable) arising from the
grant, grant or exercise
or vesting of any Award, from the payment for Shares covered thereby, or from any other event or act (of the Company,
and/or the Company's its Affiliates,
and the
Trustee or Trustee, and/or the
Eligible Person), Participant), hereunder, shall be borne solely by the
Eligible Person. Participant. The
Company and/or Company, its
... Affiliates, and/or the Trustee shall be entitled to withhold taxes according to the requirements under the applicable laws, rules, law (including applicable rules and regulations, regulations), including withholding taxes at source. Furthermore, the Eligible Person Participant shall agree to indemnify the Company and/or Company, its Affiliates Affiliates, and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Eligible Person. Participant. The Company Company, or any of its Affiliates or and the Trustee may make such provisions and take such steps as they it may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Awards granted under the Plan or Sub-Plan and the exercise or vesting or sale thereof, including, but not limited limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to an Eligible Person, including by deducting any such amount from the Eligible Person's salary or other amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring an Eligible Person a Participant to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares, and/or (iii) withholding otherwise deliverable Shares having a Fair Market Value equal to the minimum amount statutorily required to be withheld and/or (iv) by causing the exercise of an Award and/or the sale of Shares held by or on behalf of an Eligible Person Participant to cover such liability, up to the amount required to satisfy minimum statuary withholding requirements. In addition, the Eligible Person Participant will be required to pay any amount which exceeds the tax to be withheld and remitted to the tax authorities, pursuant to applicable tax laws, regulations and rules. 22.2. With 6.2With respect to Non-Trustee Grants, if the an Eligible 102 Participant ceases to be employed by the Company a Company's Affiliate employee or any Affiliate, director, the Eligible 102 Participant shall extend to the Company and/or its Affiliate to the satisfaction of the Company, a security or a guarantee for the payment of tax due at the time of sale of a Share, Share to the satisfaction of the Board, all in accordance with the provisions of Section 102 of the ITO and the Section 102 ITO Rules. 10 22.3. 5 7. Governing Law and Jurisdiction. The Company does not represent or undertake that an Award will qualify for or comply with the requisites of any particular tax treatment (such as the "capital gains track" under Section 102), nor shall the Company, its assignees or successors be required to take any action for the qualification of any Award under such tax treatment. The Company shall have no liability of any kind or nature in the event that, as a result of applicable law, actions by the Trustee or any position or interpretation validity and enforceability of the ITA, or for any other reason whatsoever, an Award Sub-Plan shall be deemed to not qualify for any particular tax treatment 22.4. With respect to 102 Trustee Grants, , governed by, and construed and enforced in accordance with, the Israeli Fair Market Value and classification of income as capital gain, ordinary income, or any combination thereof shall be determined pursuant to Section 102 (b)(3) laws of the Ordinance. State of Delaware, without regard to the provisions governing conflict of laws, except to the extent that mandatory provisions of the laws of the State of Israel apply.
View More
