Tax Consequences Clause Example with 40 Variations from Business Contracts
This page contains Tax Consequences clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Tax Consequences" Clause from Business Contracts
Tax Consequences. Set forth below is a brief summary, Some of the U.S. Federal tax consequences relating to this Option, as of the Date date of Grant, of some of the federal tax consequences of exercise of the Option and disposition 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 Incentive Ex...ercising the Option. (i) Nonqualified Stock Option. Option ("NSO"). 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 this Option does not qualify as an Incentive Stock Option, there ISO, the Optionee may be a incur regular federal U.S. Federal income tax liability upon the exercise of the Option. exercise. 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 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 former Employee, 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) (ii) Incentive Stock Option ("ISO"). If this Option qualifies as an ISO, the Optionee will have no regular U.S. 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 the alternative minimum tax for U.S. Federal tax purposes and may subject the Optionee to alternative minimum tax in the year of exercise. (b) Disposition of Shares. In (i) NSO. Upon disposition of the case of a Non-Qualified Stock Option, if Shares, any gain or loss will be treated as capital gain or loss for U.S. Federal income tax purposes. (ii) ISO. If the Optionee holds ISO Shares are held 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 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 U.S. Federal income tax purposes. If the Optionee disposes of ISO Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year one year after exercise or two-year periods (a "disqualifying disposition"), two years after the grant date, any 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 Fair Market Value 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 gain in excess (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. View More
Tax Consequences. Set forth below is a brief summary, as of the Date of Grant, of some Some of the federal tax consequences of exercise relating to this Option, as of the Option and disposition date of the Shares. this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISOR ADVISER BEFORE EXERCISING THE THIS OPTION OR DISPOSING OF THE SHARES. (a) Exercise of Exercising the Option. 1/08/2011 Ascendant MDx..., Inc. 2011 Incentive Stock Plan Stock Option Agreement (i) Nonstatutory Stock Option. If the Option qualifies as an Incentive Stock Option, there will be no The Optionee may incur regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal income tax purposes and may subject the Optionee to an alternative minimum tax liability in the year of exercise. (b) Exercise of Non-Qualified Stock Option. If the Option does not qualify as an Incentive Stock Option, there may be a regular federal income tax liability upon the exercise of the Option. NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from the Optionee's his or her compensation or collect from the Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. (c) (ii) Incentive Stock Option. If this Option qualifies as an ISO, the Optionee will have no regular federal income tax liability upon its exercise, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal tax purposes and may subject the Optionee to alternative minimum tax in the year of exercise. In the event that the Optionee ceases to be an Employee but continues to provide services to the Company, any Incentive Stock Option of the Optionee that remains unexercised shall cease to qualify as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option on the date three (3) months and one (1) day following such change of status. (b) Disposition of Shares. In (i) NSO. If the case Optionee holds NSO Shares for at least one year, any gain realized on disposition of a Non-Qualified Stock Option, if the Shares are held will be treated as long-term capital gain for federal income tax purposes (holding the Shares for more than eighteen (18) months may lower the long-term capital gains rate). (ii) ISO. If the Optionee holds ISO Shares for at least one year before disposition, after exercise and two years after the grant date, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In If the case Optionee disposes of an Incentive Stock Option, if ISO Shares are held for at least within one year after the date of exercise and at least or two years after the Date of Grant, grant date, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year or two-year periods (a "disqualifying disposition"), gain realized on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the lesser of (A) the difference between the Fair Market Value of the Shares acquired on the date of exercise over and the aggregate Exercise Price (the "Spread"), or, if less, Price, or (B) the difference between the amount realized on the sale price of such Shares and the aggregate Exercise Price. Any additional gain in excess will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held. (c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee sells or otherwise disposes of any of the Spread Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, the Optionee shall immediately notify the Company in writing of such disposition. The Optionee agrees that he or she may be treated as capital gain. subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionee. View More
Tax Consequences. Set forth below Below is a brief summary, summary as of the Date date of Grant, this Option of some certain of the federal tax consequences of exercise of the this Option and disposition of the Shares. Shares under the laws in effect as of the Date of Grant. 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. 3 (a) Exercise of Incentive Stock... Option. (i) Tax Treatment upon Exercise and Sale of Shares. If the this 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 fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to in computing alternative minimum taxable income for federal income tax purposes and may subject the Optionee to an the alternative minimum tax liability in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for more than one (1) year after the date of exercise and are disposed of more than two (2) years after the Option grant date, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of within such one (1)-year holding period or within two (2) years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares on the date of exercise, or (ii) the sale price of the Shares. The balance of the gain, if any, will be treated as either short-term or long-term capital gain, depending on whether Optionee held the Shares for more than one year. (ii) Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such Shares on or before the later of (i) the date that is two (2) years after the Option grant date, or (ii) the date that is one (1) year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that the Company may be required to withhold from Optionee's regular compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of the amount treated as compensation and taxed as ordinary income due to the early disposition of the Shares issued upon exercise of an Incentive Stock Option. (b) Exercise of Non-Qualified Nonstatutory Stock Option. If the this Option does not qualify as an Incentive Stock Option, there may be a regular federal (and state) 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 If Shares issued upon exercise of a Non-Qualified Nonstatutory Stock Option, if the Shares Option are held for at least more than one year before disposition, (1) year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an Incentive Stock Option, if Shares are held for at least one year after the date of exercise and at least two years after the Date of Grant, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year or two-year periods (a "disqualifying disposition"), gain on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price (the "Spread"), or, if less, the difference between the amount realized on the sale of such Shares and the Exercise Price. Any gain in excess of the Spread shall be treated as capital gain.View More
Tax Consequences. Optionee acknowledges that he or she has read the description of tax consequences in the Plan Prospectus and has consulted his or her personal tax advisor regarding the same to the extent he or she has determined advisable. Optionee is not relying on the Company, or any of its officers, directors, employees or advisors, for any tax advice or planning information whatsoever. Set forth below is a brief summary, summary as of the Date date of Grant, this Option of some of the federal and state 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 SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THE THIS OPTION OR DISPOSING OF THE SHARES. (a) U.S. Tax Consequences. (i) Exercise of Incentive Stock Option. If the this Option qualifies as an Incentive Stock Option, there will be no regular federal income tax liability 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 the alternative minimum taxable income tax for federal income tax purposes and may subject the Optionee to an the alternative minimum tax liability in the year of exercise. (b) (ii) Exercise of Non-Qualified Incentive Stock Option. Option Following Disability. If Optionee's Continuous Service as an Employee or Consultant terminates as a result of disability that is not total and permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the Termination Date, Optionee must exercise an Incentive Stock Option does not qualify within three months of such termination for the Incentive Stock Option to be qualified as an Incentive Stock Option, there Option. (If the Option is not exercised within this time period, it will become a Nonstatutory Stock Option three months after the disability.) (iii) Exercise of Nonstatutory Stock Option. There may be a regular federal income tax liability and state income tax liability upon the exercise of the a Nonstatutory Stock 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 a 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 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) If this Optionee is subject to Section 16 of the Securities Act of 1934, as amended, the date of income recognition may be deferred for up to six months. (iv) Disposition of Shares. In the case of a Non-Qualified an Nonstatutory Stock Option, if the Shares are held for at least one year before disposition, year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal and state income tax purposes. In the case of an Incentive Stock Option, if Shares transferred pursuant to this Option are held for at least one year after the date of exercise and are disposed -5- of at least two years after the Date date of Grant, grant (the "Date of Grant"), any gain realized on disposition on of the Shares will also be treated as long-term 5 capital gain for federal and California income tax purposes. If the Shares acquired pursuant to purchased under an Incentive Stock Option are disposed of within such one-year period or two-year periods (a "disqualifying disposition"), within two years after the Date of Grant, any 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, difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise over exercise, or (2) the Exercise Price (the "Spread"), or, sale price of the Shares. (v) Notice of Disqualifying Disposition of Incentive Stock Option Shares. If this Option granted to Optionee herein is an Incentive Stock Option, and if less, Optionee sells or otherwise disposes of any of the difference between Shares acquired pursuant to the amount realized Incentive Stock Option on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the sale of such Shares compensation income recognized by Optionee. (b) Non-U.S. Taxpayers. The Optionee is advised to seek appropriate professional tax advice as to how the relevant tax laws in the Optionee's country may apply to the Optionee's situation and how the Exercise Price. Any gain in excess of the Spread shall Option will be treated as capital gain. taxed. View More
Tax Consequences. Set forth below Below is a brief summary, summary as of the Date date of Grant, this Option of some certain of the federal tax consequences of exercise of the this Option and disposition of the Shares. Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE -3- SHOULD CONSULT A TAX ADVISOR ADVISER BEFORE EXERCISING THE THIS OPTION OR DISPOSING OF THE SHARES. (a) Exercise of Incentive Sto...ck Option. (i) Tax Treatment upon Exercise and Sale of Shares. If the this 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 fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum taxable income tax for federal income tax purposes and may subject the Optionee to an the alternative minimum tax liability in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one (1) year after exercise and are disposed of at least two (2) years after the Option grant date, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of within such one (1)-year period or within two (2) years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares on the date of exercise, or (ii) the sale price of the Shares. (ii) Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such Shares on or before the later of (i) the date two (2) years after the Option grant date, or (ii) the date one (1) year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee. (b) Exercise of Non-Qualified Nonstatutory Stock Option. If the this Option does not qualify as an Incentive Stock Option, there may be a regular federal (and state) 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 If Shares issued upon exercise of a Non-Qualified Nonstatutory Stock Option, if the Shares Option are held for at least one year before disposition, (1) year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an Incentive Stock Option, if Shares are held for at least one year after the date of exercise and at least two years after the Date of Grant, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year or two-year periods (a "disqualifying disposition"), gain on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price (the "Spread"), or, if less, the difference between the amount realized on the sale of such Shares and the Exercise Price. Any gain in excess of the Spread shall be treated as capital gain.View More
Tax Consequences. Set forth below Below is a brief summary, summary as of the Date date of Grant, this Option of some certain of the federal tax consequences of exercise of the this Option and disposition of the Shares. Shares under the laws in effect as of the Date of Grant. 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. -3- (a) Exercise of Incentive Sto...ck Option. (i) Tax Treatment upon Exercise and Sale of Shares. If the this 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 fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum taxable income tax for federal income tax purposes and may subject the Optionee to an the alternative minimum tax liability in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one (1) year after exercise and are disposed of at least two (2) years after the Option grant date, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of within such one (1)-year period or within two (2) years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares on the date of exercise, or (ii) the sale price of the Shares. (ii) Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such Shares on or before the later of (i) the date two (2) years after the Option grant date, or (ii) the date one (1) year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee. (b) Exercise of Non-Qualified Nonstatutory Stock Option. If the this Option does not qualify as an Incentive Stock Option, there may be a regular federal (and state) 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 If Shares issued upon exercise of a Non-Qualified Nonstatutory Stock Option, if the Shares Option are held for at least one year before disposition, (1) year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an Incentive Stock Option, if Shares are held for at least one year after the date of exercise and at least two years after the Date of Grant, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year or two-year periods (a "disqualifying disposition"), gain on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price (the "Spread"), or, if less, the difference between the amount realized on the sale of such Shares and the Exercise Price. Any gain in excess of the Spread shall be treated as capital gain.View More
Tax Consequences. Set forth below is a brief summary, Some of the federal and state tax consequences relating to this Option, as of the Date date of Grant, of some of the federal tax consequences of exercise of the Option and disposition 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. OPTIONEE HEREBY ASSUMES... ALL RESPONSIBILITY FOR FILING ANY RETURNS AND PAYING ANY TAXES RESULTING FROM THE PURCHASE OF THE SHARES. (a) Exercise of Incentive Stock Option. If the Option qualifies as is an Incentive Stock Option, there will be no regular federal income tax liability, or 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 item of alternative minimum taxable income for federal income tax purposes and may subject the Optionee to an the alternative minimum tax liability in the year of exercise. (b) Exercise of Non-Qualified Nonstatutory Stock Option. If the Option does not qualify as an Incentive is a Nonstatutory Stock Option, there Optionee may be incur a regular federal income tax liability and a state 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 compensation, or collect from the Optionee 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 If the case of a Non-Qualified Option is an Incentive Stock Option, Option and if Shares transferred pursuant to the Shares Option are held for at least more than one (1) year before disposition, after exercise and more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will also 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 state income tax purposes. If the Shares acquired pursuant to purchased under an Incentive Stock Option are disposed of within before the end of either of such one-year or two-year periods (a "disqualifying disposition"), two holding periods, then any 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 (i) the Fair Market Value of the Shares on the date of exercise exercise, or (ii) the sale price of the Shares, over the Exercise Price (the "Spread"), or, if less, Price. If the difference between the amount Option is a Nonstatutory Stock Option, then gain realized on the sale disposition of such Shares and the Exercise Price. Any gain in excess of the Spread shall will be treated as long-term or short-term capital gain. gain depending on whether or not the disposition occurs more than one (1) year after the exercise date. (d) Notice of Disqualifying Disposition of Incentive Stock Option Shares. If the Option granted to Optionee herein is an Incentive Stock Option, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee from the early disposition by payment in cash or out of the current earnings paid to the Optionee. View More
Tax Consequences. Set forth below is a brief summary, 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. (1) Exercising the Option. (a) Exercise of Incentive Nonstatut...ory 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) (b) 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 remains a Service Provider, 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. (2) Disposition of Shares. In (a) NSO. If the case of a Non-Qualified Stock Option, if the Optionee holds NSO Shares are held for at least one year before disposition, year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In (b) ISO. If the case of an Incentive Stock Option, if Optionee holds ISO Shares are held for at least one year after the date of exercise and at least two years after the Date of Grant, grant date, any gain realized on disposition on of the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Optionee disposes of ISO Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year one year after exercise or two-year periods (a "disqualifying disposition"), two years after the grant date, any 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. (3) Notice of Disqualifying Disposition of ISO Shares. If the Optionee sells or otherwise disposes of any of the Spread Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, the Optionee shall immediately notify the Company in writing of such disposition. The Optionee agrees that he or she may be treated as capital gain. subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionee. View More
Tax Consequences. Set forth below Below is a brief summary, summary as of the Date date of Grant, this Option of some certain of the federal tax consequences of exercise of the this Option and disposition of the Shares. Shares under the laws in effect as of the Date of Grant. 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. 3 (a) Exercise of Incentive Stock... Option. (i) Tax Treatment upon Exercise and Sale of Shares. If the this 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 fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum taxable income tax for federal income tax purposes and may subject the Optionee to an the alternative minimum tax liability in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one (1) year after exercise and are disposed of at least two (2) years after the Option grant date, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of within such one-year period or within two (2) years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the fair market value of the Shares on the date of exercise, or (ii) the sale price of the Shares. (ii) Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such Shares on or before the later of (i) the date two (2) years after the Option grant date, or (ii) the date one (1) year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee. (b) Exercise of Non-Qualified Nonstatutory Stock Option. If the this Option does not qualify as an Incentive Stock Option, there may be a regular federal (and state) 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 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 If Shares issued upon exercise of a Non-Qualified Nonstatutory Stock Option, if the Shares Option are held for at least one year before disposition, (1) year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an Incentive Stock Option, if Shares are held for at least one year after the date of exercise and at least two years after the Date of Grant, any gain on disposition on the Shares will be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to an Incentive Stock Option are disposed of within such one-year or two-year periods (a "disqualifying disposition"), gain on such disqualifying disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price (the "Spread"), or, if less, the difference between the amount realized on the sale of such Shares and the Exercise Price. Any gain in excess of the Spread shall be treated as capital gain.View More
Tax Consequences. Set forth below is a brief summary, summary as of the Date date of Grant, this Option 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 SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. This summary is necessarily incomplete, and the tax laws and regulations are subject to change. The optionee should c...onsult a tax advisor before exercising this option or disposing of the shares. (a) Exercise of Incentive Stock Option. ISO. If the this Option qualifies as an Incentive Stock Option, ISO, 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 the alternative minimum taxable income tax for federal income tax purposes and may subject the Optionee to an the alternative minimum tax liability in the year of exercise. (b) Exercise of Non-Qualified ISO Following Disability. If the Optionee ceases to be an Employee as a result of a disability that is not a total and permanent disability, as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO. (c) Exercise of Nonstatutory Stock Option. If the Option does not qualify as an Incentive Stock Option, there There may be a regular federal income tax liability upon the exercise of the a Nonstatutory Stock 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 a former Employee, the Company will may be required to withhold from the Optionee's 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) (d) Disposition of Shares. In the case of a Non-Qualified Stock Option, an NSO, if the Shares are held for at least one year before disposition, year, any gain realized 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, ISO, if Shares transferred pursuant to the Option are held for at least one year after the date of exercise and at least two years after the Date of Grant, any gain realized on disposition on of the Shares will also be treated as long-term 5 capital gain for federal income tax purposes. If the Shares acquired pursuant to purchased under an Incentive Stock Option ISO are disposed of within such one-year one year after exercise or two-year periods (a "disqualifying disposition"), two years after the Date of Grant, any 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, difference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares on the date of exercise over exercise, or (ii) the Exercise Price (the "Spread"), or, sale price of the Shares. Different rules may apply if less, the difference between Shares are subject to a substantial risk of forfeiture (within the amount realized meaning of Section 83) at the time of purchase. Any additional gain will be taxed as capital gain, short-term depending on the sale period that the ISO Shares were held. (e) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such Shares and disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Exercise Price. Any gain in excess of Company on the Spread shall be treated as capital gain. compensation income recognized by the Optionee. View More
