Tax Matters Contract Clauses (1,308)

Grouped Into 49 Collections of Similar Clauses From Business Contracts

This page contains Tax Matters clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Tax Matters. (a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. (b) SECTION 409A COMPLIANCE. (i) The intent of the parties is that payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, acc...ordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. View More
Found in Tuatara Capital Acquisition Corp contract
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Tax Matters. (a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. (b) SECTION 409A COMPLIANCE. SECTIONS 409A. (i) The Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement are comply with, or be exempt from or comply with ...Internal Revenue from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to in accordance with the foregoing. In no event whatsoever will the Company be in compliance therewith. To the extent liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, such modification shall be made 409A. (ii) Notwithstanding any provision in good faith and shall, this Agreement or elsewhere to the maximum extent reasonably possible, maintain contrary, if on your date of termination you are deemed to be a "specified employee" within the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions meaning of Code Section 409A. (ii) To 409A and using the extent required identification methodology selected by the Company from time to prevent time, or if none, the imposition of taxes or penalties default methodology under Code Section 409A, any payments or benefits due upon a termination of your employment under any arrangement that constitutes a "deferral of compensation" within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), will be delayed and paid or provided to you in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), on the earlier of (i) the date which is six months and one day after your separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits will be paid or provided in accordance with the normal payment dates specified for such payment or benefit. 6 (iii) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount amounts or benefit benefits that constitute "non-qualified deferred compensation" within the meaning of Code Section 409A upon or following a termination of your employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall will mean "separation from service." Notwithstanding anything to service" and the contrary in this Agreement, if the Executive is deemed on date of such separation from service will be the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision for purposes of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or benefits. (iv) Any taxable reimbursement of costs and expenses by the Company provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and all remaining payments and benefits due for under this Agreement shall will be paid or provided made in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under Company's applicable policy and this Agreement constitute "nonqualified deferred compensation" but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision in this Agreement that provides for purposes reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to (x) the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, (y) the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes year, provided that the foregoing clause (y) will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A, solely because such expenses are subject to a limit related to the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. period the arrangement is in effect. (v) Whenever a payment under this Agreement specifies may be paid within a payment period with reference to a number of days, specified period, the actual date of payment within the specified period shall will be within the sole discretion of the Company. (v) Notwithstanding (vi) With regard to any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit installment payments provided for under this Agreement that constitutes "nonqualified deferred compensation" Agreement, each installment thereof will be deemed a separate payment for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. View More
Found in Cross Country Healthcare, Inc. contract
Tax Matters. (a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. (b) SECTION 280G MATTERS. The determination as to whether any reduction in the amount of the payments and benefits provided to Executive hereunder or pursuant to the Severance Plan is necessary, in accordance with Section 4.05 of the Severance Plan, shall be made applying pr...inciples, assumptions and procedures consistent with Internal Revenue Code Section 280G and the regulations and guidance promulgated thereunder (collectively, "Code Section 280G"), including considering any value attributable to restrictive covenants that is treated as reasonable compensation under Code Section 280G(b)(4), by an accounting firm or law firm of national reputation that is selected for this purpose by the Company (the "280G Firm"). Nothing in this Section 23(b) shall require the Company to be responsible for, or have any liability or obligation with respect to, the Executive's excise tax liabilities under Code Section 4999. (c) SECTION 409A COMPLIANCE. (i) The intent of the parties is that payments and benefits under this Agreement are either exempt from from, or comply with with, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that accordance with this intent. The Company does not guarantee any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a particular tax consequences. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month six-month period measured from the date of such "separation from service" of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and all any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. View More
Found in IES Holdings, Inc. contract
Tax Matters. (a) WITHHOLDING. The Company may withhold Notwithstanding anything anywhere to the contrary, this Agreement is intended to be interpreted and applied so that the payment and the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or any and all regulations or guidance thereunder ("Section 409A") or shall comply with the requirements of Section 409A. To the extent that any amounts payable in accordance with this Agreement are subject to Section 409A,... this Agreement shall be interpreted and administered in such a way as to comply with Section 409A to the maximum extent possible. Notwithstanding anything anywhere to the contrary, if the Executive is a "specified employee" (within the meaning of Section 409A), any payments or arrangements due upon a termination of the Executive's employment under any arrangement that constitutes a "deferral of compensation" (within the meaning of Section 409A), and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A, shall be delayed and paid or provided on the earlier of (i) the date which is six months after the Executive's "separation from service" (as such term is defined in Section 409A) for any reason other than death, and (ii) the date of the Executive's death. Each series of payments under this Agreement or otherwise such federal, state and local taxes shall be treated as may be required to be withheld pursuant to any applicable law separate payments for purposes of Section 409A. "Termination of employment," "resignation" or regulation. (b) SECTION 409A COMPLIANCE. (i) The intent words of the parties is that payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, similar import, as used in this Agreement shall be interpreted mean with respect to be in compliance therewith. To the extent that any provision hereof is modified in order payments subject to comply with Code Section 409A, such modification shall be made in good faith and shall, the Executive's "separation from service" as defined by Section 409A. If any payment subject to Section 409A is contingent on the maximum extent reasonably possible, maintain the original intent and economic benefit to delivery of a release by the Executive and the Company could occur in either of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for two calendar years, the payment of any amount or benefit upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they would have otherwise been payable in a single sum or in installments will occur in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) second calendar year. To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code subject to Section 409A, (A) (x) all such expenses or other reimbursements hereunder shall be made paid on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) (y) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, year, and (z) the Executive's right to receive installment payments pursuant such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. Nothing in this Agreement shall be treated construed as a right guarantee of any particular tax treatment to receive a series of separate and distinct payments. Whenever a payment the Executive. The Executive shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A Agreement, and (ii) in no event shall the Company, Parent or any of their affiliates Company have any responsibility or liability if this Agreement does not meet any applicable requirements of Section 409A. - 11 - 16. Notices. Any notice, consent, demand, request, or other communication given to a Person in connection with this Agreement shall be in writing and shall be deemed to have been given to such Person (x) when delivered personally to such Person, (y) provided that a written acknowledgment of receipt is obtained, five (5) days after being sent by prepaid certified or registered mail, or two days after being sent by a nationally recognized overnight courier, to the Executive address (if any) specified below for such Person (or to such other address as such Person shall have specified by ten days' advance notice given in accordance with respect this Section 16), or (z), on the first business day after it is sent by portable document format ("pdf") to any additional taxes, penalties or interest that may be imposed on Executive under Code the email address set forth below (or to such other email address as shall have specified by ten days' advance notice given in accordance with this Section 409A. 16). If to the Company: Protective Insurance Corporation 111 Congressional Blvd., Suite 500 Carmel, IN 46032 Attention: General Counsel Email: ***@*** If to the Executive: The address of the Executive's principal residence (or his personal email address) as it appears in the Company's records, with a copy to him (during the Term) at the Company's office in Carmel, IN. View More
Found in Protective Insurance Corp contract
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Tax Matters. (a) Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition of the Restricted Shares and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. The Participant understands that the Participant (and not the Compan...y) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. The Participant acknowledges and agrees that he or she shall not make an election under Section 83(b) of the Internal Revenue Code, as amended with respect to the issuance of the Restricted Shares. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. View More
Found in INFINITY PHARMACEUTICALS, INC. contract
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Tax Matters. (a) Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition award of the Restricted Shares RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. RSUs. The Participant understands that the Participant... (and not the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. RSUs. The Participant acknowledges and agrees that he or she shall not make an no election under Section 83(b) of the Internal Revenue Code, as amended amended, is available with respect to the issuance of the Restricted Shares. RSUs. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. RSUs. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. made.8. Miscellaneous. (a) Authority of Compensation Committee. In making any decisions or taking any actions with respect to the matters covered by this Agreement, the Compensation Committee shall have all of the authority and discretion, and shall be subject to all of the protections, provided for in the Plan. All decisions and actions by the Compensation Committee with respect to this Agreement shall be made in the Compensation Committee's discretion and shall be final and binding on the Participant. (b) No Right to Continued Service. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his or her continued service to the Company as a non-employee member of the Board of Directors, this Agreement does not constitute an express or implied promise of continued service relationship with the Participant or confer upon the Participant any rights with respect to a continued service relationship with the Company. (c) Section 409A. The RSUs awarded pursuant to this Agreement are intended to be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations issued thereunder ("Section 409A"). The delivery of shares of Common Stock on the vesting of the RSUs may not be accelerated or deferred unless permitted or required by Section 409A. (d) Participant's Acknowledgements. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of the Participant's own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; and (iv) is fully aware of the legal and binding effect of this Agreement. (e) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws provisions. I hereby acknowledge that I have read this Agreement, have received and read the Plan, and understand and agree to comply with the terms and conditions of this Agreement and the Plan. ___________________________ PARTICIPANT ACCEPTANCE EX-10.32 2 agio-ex1032x123118.htm EXHIBIT 10.32 DocumentAGIOS PHARMACEUTICALS, INC.Restricted Stock Unit Agreement (Non-Employee Director)2013 Stock Incentive PlanNOTICE OF GRANTThis Restricted Stock Unit Agreement (this "Agreement") is made as of the Agreement Date between Agios Pharmaceuticals, Inc. (the "Company"), a Delaware corporation, and the Participant.I. Agreement DateDate:II. Participant InformationParticipant:Participant Address:III. Grant InformationGrant Date:Number of Restricted Stock Units:IV. View More
Found in AGIOS PHARMACEUTICALS INC contract
Tax Matters. (a) Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition award of the Restricted Shares RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. RSUs. The Participant understands that the Participant... (and not the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. RSUs. The Participant acknowledges and agrees that he or she shall not make an no election under Section 83(b) of the Internal Revenue Code, as amended amended, is available with respect to the issuance of the Restricted Shares. RSUs. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. RSUs. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B A attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested, vested the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. View More
Found in Editas Medicine, Inc. contract
Tax Matters. (a) Acknowledgments; Section 83(b) Election. The Participant Recipient acknowledges that he or she is responsible for obtaining the advice of the Participant's Recipient's own tax advisors with respect to the acquisition of the Restricted Shares and the Participant Recipient is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. The Participant Recipient understand...s that the Participant Recipient (and not the Company) shall be responsible for the Participant's Recipient's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. The Participant Recipient acknowledges and agrees that he or she shall not make has been informed of the availability of making an election under Section 83(b) of the Internal Revenue Code, as amended (a "Section 83(b) Election") with respect to the issuance of the Restricted Shares. The Recipient agrees to promptly deliver written notice to the Company in the event the Recipient makes a Section 83(b) Election with respect to the Restricted Shares. (b) Withholding. The Participant Recipient acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant Recipient any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance or vesting of the Restricted Shares. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. View More
Found in Arsanis, Inc. contract
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Tax Matters. (a) Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. (b) Disqualifying Disposition. If this option is an incentive stock option and the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one y...ear after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. View More
Found in EverQuote, Inc. contract
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Tax Matters. (a) Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. (b) Disqualifying Disposition. If this option is an incentive stock option and the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one y...ear after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. -4- 7. Transfer Restrictions. (a) This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. (b) The Participant agrees that he or she will not transfer any Shares issued pursuant to the exercise of this option unless the transferee, as a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of Section 4 and Section 5; provided that such a written confirmation shall not be required with respect to (1) Section 4 after such provision has terminated in accordance with Section 4(g) or (2) Section 5 after the completion of the lock-up period in connection with the Company's initial underwritten public offering. View More
Found in Frequency Therapeutics, Inc. contract
Tax Matters. (a) Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. (b) Disqualifying Disposition. If this option is an incentive stock option and the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one y...ear after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. (c) Annual Limit for Incentive Stock Options. To the extent that the aggregate fair market value (determined at the time of grant) of the shares of Common Stock subject to this option and all other incentive stock options the Participant holds that are exercisable for the first time during any calendar year (under all plans of the Company and its related corporations) exceeds $100,000, the options held by the Participant or portions thereof that exceed such limit (according to the order in which they were granted in accordance with the regulations under Section 422 of the Code) shall be treated as non-qualified stock options. View More
Found in Verastem, Inc. contract
Tax Matters. (a) Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. (b) Disqualifying Disposition. If this option is an incentive stock option and the Participant disposes of Shares acquired upon exercise of this option within two (2) years from the Grant Date or o...ne (1) year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. View More
Found in Foghorn Therapeutics Inc. contract
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Tax Matters. (a) Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. (b) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Bo...ard of Directors related to tax liabilities arising from your compensation. View More
Found in ContextLogic Inc. contract
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Tax Matters. (a) Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. (b) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Bo...ard of Directors related to tax liabilities arising from your compensation. liabilities. View More
Found in ENDRA Life Sciences Inc. contract
Tax Matters. (a) Withholding. All forms of compensation referred to in payments made under this letter agreement are Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law, and you will be solely responsible for any and all taxes arising in connection with this Agreement and compensation paid or payable to you, including but not limited to any taxes, penalties and interest, if any, arising under Section 409A. (b) Section 409A. The Company intends that all pay...ments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and guidance thereunder and any applicable withholding state law equivalent, as each may be amended or promulgated from time to time ("Section 409A") so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and payroll taxes any ambiguities will be interpreted to so be exempt or comply. Each payment and other deductions required by law. (b) benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation. liabilities. View More
Found in JFrog Ltd contract
Tax Matters. (a) Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. (b) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its th...e Board of Directors related to tax liabilities arising from your compensation. View More
Found in Gain Therapeutics, Inc. contract
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Tax Matters. The Option granted hereunder is intended to qualify as an "incentive stock option" under Section 422 of the Code. Notwithstanding the foregoing, the Option will not qualify as an "incentive stock option," among other events: (a) if the Participant disposes of the Option Shares at any time during the two-year period following the date of this Agreement or the one-year period following the date of any exercise of the Option; (b) except in the event of the Participant's death or Disability, if the ...Participant is not employed by the Company, a Parent or a Subsidiary at all times during the period beginning on the date of this Agreement and ending on the day that is three months before the date of any exercise of the Option; or (c) to the extent that the aggregate fair market value of the Common Stock subject to "incentive stock options" held by the Participant which become exercisable for the first time in any calendar year (under all plans of the Company, a Parent or a Subsidiary) exceeds $100,000. For purposes of clause (c) above, the "fair market value" of the Common Stock will be determined as of the Grant Date. To the extent that the Option does not qualify as an "incentive stock option," it will not affect the validity of the Option and will constitute a separate non-qualified stock option. In the event that the Participant disposes of the Option Shares within either two years following the Grant Date or one year following the date of exercise of the Option, the Participant must deliver to the Company, within seven days following such disposition, a written notice specifying the date on which such shares were disposed of, the number of shares so disposed, and, if such disposition was by a sale or exchange, the amount of consideration received. The Company will have no liability or responsibility if the Option ceases to be an incentive stock option for any reason. View More
Found in PAYCOR HCM, INC. contract
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Tax Matters. The Option granted hereunder hereby is intended to qualify as an "incentive stock option" under Section 422 of the Code. Internal Revenue Code of 1986, as amended (the "Code"). Notwithstanding the foregoing, the Option will not qualify as an "incentive stock option," among other events: (a) events, (i) if the Participant Executive disposes of the Common Stock acquired pursuant to the Option Shares at any time during the two-year two (2) year period following the date of this Agreement or the one...-year one (1) year period following the date of any exercise of on which the Option; (b) Option is exercised; (ii) except in the event of the Participant's Executive's death or Disability, disability, as defined in Section 22(e)(3) of the Code, if the Participant Executive is not employed by the Company, a any Subsidiary or any Parent or a Subsidiary at all times during the period beginning on the date of this Agreement and ending on the day that is three (3) months before the date of any exercise of the Option; or (c) (iii) to the extent that the aggregate fair market value (determined as of the time the Option is granted) of the Common Stock subject to "incentive stock options" held by the Participant which become exercisable for the first time in any calendar year (under all plans of the Company, a Parent or a Subsidiary) exceeds $100,000. For purposes of clause (c) above, the "fair market value" of the Common Stock will be determined as of the Grant Date. To the extent that the Option does not qualify as an "incentive stock option," it will shall not affect the validity of the Option and will the portion of the Option that does not qualify as an "incentive stock option" shall constitute a separate non-qualified stock option. In the event that the Participant disposes of the Option Shares within either two years following the Grant Date or one year following the date of exercise of the Option, the Participant must deliver to the Company, within seven days following such disposition, a written notice specifying the date on which such shares were disposed of, the number of shares so disposed, and, if such disposition was by a sale or exchange, the amount of consideration received. The Company will have no liability or responsibility if the Option ceases to be an incentive stock option for any reason. View More
Found in MarketAxess Holdings Inc contract
Tax Matters. The Option granted hereunder is intended to qualify as an "incentive stock option" under Section 422 of the Code. Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, the Option will not qualify as an "incentive stock option," among other events: (a) events, (i) if the Participant disposes of any shares of Common Stock acquired pursuant to the Option Shares at any time during the two-year two (2) year period following the date of this Agreement or the one-year one (1) year p...eriod following the date of any exercise of on which the Option; (b) Option is exercised; (ii) except in the event of the Participant's death or Disability, disability, as defined in Section 22(e)(3) of the Code, if the Participant is not employed by the Company, a Parent any "parent corporation" of the Company within the meaning of Section 424(e) of the Code ("Parent"), or a Subsidiary any "subsidiary corporation" within the meaning of Section 424(f) of the Code ("Subsidiary"), at all times during the period beginning on the date of this Agreement Grant Date (as defined herein) and ending on the day that is three (3) months before the date of any exercise of the Option; or (c) (iii) to the extent that the aggregate fair market value Fair Market Value (determined as of the time the Option is granted) of the shares of Common Stock subject to "incentive stock options" held by the Participant which become exercisable for the first time by the Participant in any calendar year (under all plans of the Company, a Parent or a Subsidiary) exceeds $100,000. For purposes of clause (c) above, the "fair market value" of the Common Stock will be determined as of the Grant Date. To the extent that the Option does not qualify as an "incentive stock option," it will shall not affect the validity of the Option and will shall constitute a separate non-qualified stock option. In the event that the Participant disposes of the Option Shares within either two years following the Grant Date or one year following the date of exercise of the Option, the Participant must deliver to the Company, within seven days following such disposition, a written notice specifying the date on which such shares were disposed of, the number of shares so disposed, and, if such disposition was by a sale or exchange, the amount of consideration received. The Company will have no liability or responsibility if the Option ceases to be an incentive stock option for any reason. View More
Found in Vir Biotechnology, Inc. contract
Tax Matters. (a) Section 422 Requirement. The Option Shares granted hereunder is hereby are intended to qualify as an "incentive stock option" options" under Section 422 of the Code. Notwithstanding the foregoing, the Option Shares will not qualify as an "incentive stock option," options," if, among other events: events, (a) if the Participant Optionee disposes of the Option Shares at any time during the two-year period following the date acquired upon exercise of this Agreement option within two years from ...the Grant Date or the one-year period following the date of any one year after such Shares were acquired pursuant to exercise of the Option; this option; (b) except in the event of the Participant's Optionee's death or Disability, if disability (as described in Section 5 above), the Participant Optionee is not employed by the Company, a Parent parent or a Subsidiary subsidiary at all times during the period beginning on the date of this Agreement Grant Date and ending on the day that is three (3) months before the date of any exercise of the Option; any Shares; or (c) to the extent that the aggregate fair market value of the Common Stock Shares subject to "incentive stock options" held by the Participant Optionee which become exercisable for the first time in any calendar year (under all plans of the Company, a Parent parent or a Subsidiary) subsidiary) exceeds $100,000. For purposes of clause (c) above, this paragraph, the "fair market value" of the Common Stock will Shares shall be determined as of the Grant Date. Date in accordance with the terms of the Plan. (b) Disqualifying Disposition. To the extent that the Option does any Shares do not qualify as an "incentive stock option," it will shall not affect the validity of the Option such Shares and will shall constitute a separate non-qualified stock option. In the event that the Participant Optionee disposes of the Option Shares acquired upon exercise of this option within either two years following from the Grant Date or one year following the date of after such Shares were acquired pursuant to exercise of this option, the Option, the Participant Optionee must deliver to the Company, within seven (7) days following such disposition, a written notice specifying the date on which such shares were disposed of, the number of shares so disposed, and, if such disposition was by a sale or exchange, the amount of consideration received. The 4 (c) Withholding. No later than the date of exercise of the Stock Option granted hereunder, the Optionee shall pay to the Company will have no liability or responsibility make arrangements satisfactory to the Board or its Compensation Committee, if the Option ceases any, regarding payment of any federal, state or local taxes of any kind required by law to be an incentive stock option for withheld upon the exercise of such Stock Option and the Company shall, to the extent permitted or required by law, have the right to deduct from any reason. payment of any kind otherwise due to the Optionee, federal, state and local taxes of any kind required by law to be withheld upon the exercise of such Stock Option. The Optionee should consult with a tax advisor before exercising the Stock Option or disposing of the Shares to obtain advice as to the consequences of such exercise or disposition. View More
Found in RenovaCare, Inc. contract
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Tax Matters. (a) Withholding. As a condition to the Company's obligations with respect to the RSUs (including, without limitation, any obligation to deliver any Shares) hereunder, the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local taxes of any kind required to be withheld with respect to the delivery of Shares corresponding to such RSUs. If the Recipient shall fail to make the tax payments as are required, the Company shall, to the extent permi...tted by law, have the right to deduct from any payment of any kind (including the withholding of any Shares that otherwise would be delivered to Recipient under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to such Shares. 3 (b) Satisfaction of Withholding Requirements. The Recipient may satisfy the withholding requirements with respect to the RSUs pursuant to any one or combination of the following methods: (i) payment in cash; or (ii) if and to the extent permitted by the Committee, payment by surrendering unrestricted previously held Shares which have a value equal to the required withholding amount or the withholding of Shares that otherwise would be deliverable to the Recipient pursuant to this Agreement. The Recipient may surrender Shares either by attestation or by delivery of a certificate or certificates for Shares duly endorsed for transfer to the Company, and if required with medallion level signature guarantee by a member firm of a national stock exchange, by a national or state bank (or guaranteed or notarized in such other manner as the Committee may require). (c) Recipient's Responsibilities for Tax Consequences. The tax consequences to the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the RSUs (including without limitation the grant, vesting and/or delivery thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Recipient's filing, withholding and payment (or tax liability) obligations. View More
Found in Element Solutions Inc contract
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Tax Matters. (a) Withholding. As a condition to the Company's obligations with respect to the RSUs (including, without limitation, any obligation to deliver any Shares) hereunder, if applicable, the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local taxes of any kind required to be withheld with respect to the delivery of Shares corresponding to such RSUs. If the Recipient shall fail to make the tax payments as are required, the Company shall, to t...he extent permitted by law, have the right to deduct from any payment of any kind (including the withholding of any Shares that otherwise would be delivered to Recipient under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to such Shares. 3 2 (b) Satisfaction of Withholding Requirements. The Recipient may direct the Company to satisfy the withholding requirements with respect to the RSUs pursuant to any one or combination the procedures and methods set forth in Section 10(e) of the following methods: (i) payment in cash; or (ii) if and to the extent permitted by the Committee, payment by surrendering unrestricted previously held Shares which have a value equal to the required withholding amount or the Plan, including, but not limited to, withholding of Shares that otherwise would to be deliverable delivered and the cash payment by the Company in respect to satisfy the Recipient pursuant to this Agreement. The Recipient may surrender Shares either by attestation or by delivery of a certificate or certificates for Shares duly endorsed for transfer to the Company, and if required with medallion level signature guarantee by a member firm of a national stock exchange, by a national or state bank (or guaranteed or notarized in such other manner as the Committee may require). Recipient's tax obligations. (c) Recipient's Responsibilities for Tax Consequences. The tax consequences to the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the RSUs (including without limitation the grant, vesting and/or delivery thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Recipient's filing, withholding and payment (or tax liability) obligations. View More
Found in ARKO Corp. contract
Tax Matters. (a) Withholding. As a condition to the Company's obligations with respect to the RSUs (including, without limitation, any obligation to deliver any Shares) hereunder, if applicable, the Recipient shall make arrangements satisfactory to the Company Company, among the options made available to the Recipient by the Committee, in its discretion, pursuant to Section 10(e) of the Plan, to pay to the Company and/or any of the Related Entities any federal, state or local taxes of any kind required to be... withheld with respect to the delivery of Shares corresponding to such RSUs. If the Recipient shall fail to make the tax payments as are required, the Company and/or any of the Related Entities shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including the withholding of any Shares that otherwise would be delivered to Recipient under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to such Shares. 3 (b) Satisfaction of Withholding Requirements. The Recipient may satisfy the withholding requirements with respect to the RSUs pursuant to any one or combination of the following methods: (i) payment in cash; or (ii) if and to the extent permitted by the Committee, payment by surrendering unrestricted previously held Shares which have a value equal to the required withholding amount or the withholding of Shares that otherwise would be deliverable to the Recipient pursuant to this Agreement. The Recipient may surrender Shares either by attestation or by delivery of a certificate or certificates for Shares duly endorsed for transfer to the Company, and if required with medallion level signature guarantee by a member firm of a national stock exchange, by a national or state bank (or guaranteed or notarized in such other manner as the Committee may require). (c) Recipient's Responsibilities for Tax Consequences. The tax consequences to the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the RSUs (including without limitation the grant, vesting and/or delivery thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Recipient's filing, withholding and payment (or tax liability) obligations. View More
Found in NEWTOWN LANE MARKETING INC contract
Tax Matters. (a) a. Withholding. As a condition to the Company's obligations with respect to the RSUs Restricted Stock Units (including, without limitation, any obligation to deliver any Shares) dividend or distribution related to the Restricted Stock Units or any shares of Class A Shares upon vesting of the Restricted Stock Units, including vesting upon a Change of Control) hereunder, the Recipient shall be responsible for, and shall make arrangements satisfactory to the Company to pay to the Company Compan...y, within ten (10) days of the Company's delivery of written notice of the amount of such payment, any federal, state state, local, or local foreign taxes of any kind required to be withheld with respect to the delivery of a dividend, distribution or Shares corresponding to such RSUs. Restricted Stock Units. If the Recipient shall fail to timely make the tax payments as are required, required under this Section 7(a), the Company shall, may, in its sole discretion, either: (i) to the extent permitted by law, have the right to deduct from any payment of any kind (including the withholding of any Shares that otherwise would be delivered to Recipient under this Agreement) otherwise due to the Recipient any federal, state state, local, or local foreign taxes of any kind required by law to be withheld with respect to such Shares. Shares, or (ii) with five (5) days prior written notice to the Recipient, deem the dividend, distribution or Restricted Stock Units that are otherwise deliverable or have otherwise vested under Sections 2, 3 (b) and 5, as the case may be, of the Agreement to have been forfeited. 3 b. Satisfaction of Withholding Requirements. The Recipient may satisfy the withholding requirements with respect to the RSUs Restricted Stock Units pursuant to any one or combination of the following methods: (i) i. payment in cash; or (ii) ii. if and to the extent permitted by the Committee, in its sole discretion, payment by surrendering unrestricted previously held shares of Class A Shares which have a value Fair Market Value equal to the required withholding amount or the withholding of Shares that otherwise would be deliverable to the Recipient pursuant to this Agreement. Agreement, which have a Fair Market Value equal to the required withholding amount. The Recipient may surrender Shares shares of Class A Shares, as permitted by the Committee, either by attestation or by delivery of a certificate or certificates for shares of Class A Shares duly endorsed for transfer to the Company, and if required with medallion level signature guarantee by a member firm of a national stock exchange, by a national or state bank (or guaranteed or notarized in such other manner as the Committee may require). (c) c. Recipient's Responsibilities for Tax Consequences. The tax consequences to the Recipient (including without limitation federal, state, local local, and foreign income tax consequences) with respect to the RSUs Restricted Stock Units (including without limitation the grant, vesting vesting, and/or delivery of Shares in settlement thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her the Recipients' own personal accountant(s) and/or tax advisor(s) regarding these matters and the Recipient's filing, withholding withholding, and payment (or tax liability) obligations. View More
Found in MDB Capital Holdings, LLC contract
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Tax Matters. No part of the Option is intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended.
Found in Pivotal Software, Inc. contract
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Tax Matters. The Participant is fully liable for any personal (income) tax in relation to the Stock Option granted. No part of the Stock Option is intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended. Code.
Found in NovoCure Ltd contract
Tax Matters. The Option granted hereby is a non-qualified stock option. No part of the Option granted hereby is intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended. amended (the "Code").
Found in Comtech Telecommunications Corp. contract
Tax Matters. No part of the Option Right is intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended. Code.
Found in Benitec Biopharma Inc. contract
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Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding with respect to such Award or Shares subject to an Award (including upon exercise of an Award). (b) Withholding Arrangements. The Administrator, in its sole discretion and under such procedures as i...t may specify from time to time, may elect to satisfy such Tax Withholding, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay cash, check or other cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. (c) Compliance With Code Section 409A. Unless the Administrator determines that compliance with Code Section 409A is not necessary, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) is not a guarantee to any Participant of the consequences of his or her Awards. In no event will the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless Participant for any taxes that may be imposed or other costs that may be incurred, as a result of Section 409A. View More
Found in Thorne Healthtech, Inc. contract
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Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding Obligations are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding Obligations with respect to such Award or Shares subject to an Award (including without limitation upon exercise of an Award). (b) Withholding Arrangements. The Administrator, in its sol...e discretion and under such procedures as it may specify from time to time, may elect to satisfy such Tax Withholding, Obligations, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay cash, check or other cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, withheld, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, or (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding Obligations will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to taxes must be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. withheld. (c) Compliance With Code Section 409A. Unless Except as otherwise determined by the Administrator determines that compliance with Code Section 409A is not necessary, Administrator, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) 14(c) is not a guarantee to any Participant of the consequences of his or her Awards. In no event will the Company have or any responsibility, liability or obligation to reimburse, indemnify or hold harmless other member of the Company Group reimburse a Participant for any taxes that may be tax imposed or other costs that may be incurred, incurred as a result of Code Section 409A. View More
Found in Cloudflare, Inc. contract
Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding Obligations are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding Obligations with respect to such Award or Shares subject to an Award (including without limitation upon exercise of an Award). (b) Withholding Arrangements. The Administrator, in its sol...e discretion and under such procedures as it may specify from time to time, may elect to satisfy such Tax Withholding, Obligations, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay cash, check or other cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, withheld, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, or (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding Obligations will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to taxes must be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. withheld. (c) Compliance With Code Section 409A. Unless Except as otherwise determined by the Administrator determines that compliance with Code Section 409A is not necessary, Administrator, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) 14(c) is not a guarantee to any Participant of the consequences of his or her Awards. In no event will the Company have or any responsibility, liability or obligation to reimburse, indemnify or hold harmless other member of the Company Group reimburse a Participant for any taxes that may be tax imposed or other costs that may be incurred, incurred as a result of Code Section 409A. View More
Found in Medallia, Inc. contract
Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under pursuant to an Award (or exercise thereof) or such earlier time as any Tax Withholding withholding obligations for Tax-Related Items are due, the Company may (or any of its Subsidiaries, Parents or affiliates employing or retaining the services of a Participant, as applicable) will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, Company (or any of its Subsidiaries..., Parents or affiliates, as applicable), an amount sufficient to satisfy any Tax Withholding Tax-Related Items required to be withheld with respect to such Award or Shares subject to an Award (including upon (or exercise of an Award). thereof). (b) Withholding Arrangements. The Administrator, in its sole discretion and under pursuant to such procedures as it may specify from time to time, may elect permit a Participant to satisfy such Tax Withholding, withholding obligation for Tax-Related Items, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay paying cash, check or other cash equivalents, (ii) withholding electing to have the Company withhold otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction or a such greater amount as the Administrator may determine or permit (including up to a maximum statutory amount) if such greater amount would not result in unfavorable financial have 21 adverse accounting treatment, consequences, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver (iii) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld applicable in a Participant's jurisdiction or a such greater amount as the Administrator may determine or permit if (including up to a maximum statutory amount), in each case, provided the delivery of such greater amount would Shares will not result in unfavorable financial any adverse accounting treatment, consequences, as the Administrator determines in its sole discretion, (v) requiring (iv) selling a sufficient number of Shares otherwise deliverable to the Participant to engage through such means as the Administrator may determine in a cashless exercise transaction its sole discretion (whether through a broker or otherwise) implemented by to cover the Company in connection with amount of the Plan, (vi) withholding obligation for Tax-Related Items, (v) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, (vi) any other method of withholding determined by the Administrator, or (vii) any combination of the foregoing methods of payment. The withholding amount will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum statutory rates applicable in a Participant's jurisdiction with respect to the Award on the date that the amount of Tax-Related Items to be withheld is to be determined or such other consideration and method of payment for the meeting of Tax Withholding greater amount as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will if such amount would not result in any have adverse accounting consequence to the Company, consequences, as the Administrator may determine determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the amount of tax Tax-Related Items to be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. calculated. (c) Compliance With Code Section 409A. Unless the Administrator determines that compliance with Code Section 409A is not necessary, it is intended that Awards will be designed and operated so in such a manner that they are either exempt or excepted from the application of, or comply with, the requirements of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Section 409A and will be construed and interpreted consistent in accordance with this intent. This Section 15(c) is not a guarantee to any Participant such intent, except as otherwise determined in the sole discretion of the consequences Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of his Section 409A, such that the grant, payment, settlement or her Awards. deferral will not be subject to the additional tax or interest applicable under Section 409A. In no event will the Company or any of its Subsidiaries or Parents have any responsibility, obligation or liability or obligation under the terms of this Plan to reimburse, indemnify indemnify, or hold harmless any Participant or any other person in respect of Awards, for any taxes that may be imposed taxes, interest or penalties imposed, or other costs that may be incurred, as a result of Section 409A. View More
Found in FLEXSTEEL INDUSTRIES INC contract
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Tax Matters. The Company may withhold from any and all amounts payable under this Letter Agreement such federal, state, local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. The intent of the parties is that payments and benefits contemplated under this Letter Agreement either comply with, or be exempt from, the requirements of Internal Revenue Code Section 409A. To the extent that the payments and benefits contemplated by this Letter Agreement are not exempt ...from the requirements of Internal Revenue Code Section 409A, this Letter Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A to the maximum extent possible, and shall be limited, construed and interpreted in accordance with such intent. You and the Company hereby agree that your termination of employment on the Separation Date will constitute a "separation from service" within the meaning of Internal Revenue Code Section 409A. View More
Found in Tronox Ltd contract
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Tax Matters. The Company may withhold from any and all amounts payable under this Letter Agreement such federal, state, local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. The intent of the parties is that payments and benefits contemplated under this Letter Agreement either comply with, or be exempt from, the requirements of Internal Revenue Code Section 409A. To the extent that the payments and benefits contemplated by this Letter Agreement are not exempt ...from the requirements of Internal Revenue Code Section 409A, this Letter Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A to the maximum extent possible, and shall be limited, construed and interpreted in accordance with such intent. You Executive and the Company hereby agree that your Executive's termination of employment on the Separation Date will constitute a "separation from service" within the meaning of Internal Revenue Code Section 409A. View More
Found in Aquestive Therapeutics, Inc. contract
Tax Matters. The Company may withhold from any and all amounts payable under this Letter Agreement such federal, state, or local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. The intent of the parties is that payments and benefits contemplated under this Letter Agreement either comply with, or be exempt from, the requirements of Internal Revenue Code Section 409A. 409A (as defined in Section 24(a) of the Employment Agreement). To the extent that the payments... and benefits contemplated by this Letter Agreement are not exempt from the requirements of Internal Revenue Code Section 409A, this Letter Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A to the maximum extent possible, and shall be limited, construed and interpreted in accordance with such intent. You and the Company hereby agree that your termination separation of employment on the Separation Date will constitute a "separation from service" within the meaning of Internal Revenue Code Section 409A. View More
Found in Tronox Ltd contract
Tax Matters. The Company may withhold from any and all amounts payable under this Letter Agreement such federal, state, local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. The intent of the parties is that payments and benefits contemplated under this Letter Agreement either comply with, or be exempt from, the requirements of Internal Revenue Code Section 409A. 409A ("Code Section 409A"). For purposes of Code Section 409A, each payment provided hereunder sha...ll be treated as a separate and distinct payment. To the extent that the payments and benefits contemplated by this Letter Agreement are not exempt from the requirements of Internal Revenue Code Section 409A, this Letter Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A to the maximum extent possible, and shall will be limited, construed and interpreted in accordance with such intent. You and the Company hereby agree that your termination of employment on the Separation Date will constitute a "separation from service" within the meaning of Internal Revenue Code Section 409A. Notwithstanding the foregoing, you acknowledge and agree that in no event whatsoever shall the Company be liable for any taxes imposed on you by reason of Code Section 409A. View More
Found in Trinseo S.A. contract
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Tax Matters. a. Except as provided in Section 6(d) above, Executive agrees that Executive is responsible for any applicable taxes of any nature (including any penalties or interest that may apply to such taxes) that are reasonably determined to apply to any payment made to Executive hereunder (or any arrangement contemplated hereunder), that Executive's receipt of any benefit hereunder is conditioned on Executive's satisfaction of any applicable withholding or similar obligations that apply to such benefit, ...and that any cash payment owed to Executive hereunder will be reduced to satisfy any such withholding or similar obligations that may apply thereto. b. Executive acknowledges that no representative or agent of Heska has provided Executive with any tax advice of any nature, and Executive has consulted with Executive's own legal, tax, and financial advisor(s) as to tax and related matters concerning the compensation to be received under this Agreement. c. Executive acknowledges that under Section 83 of the Code, as the shares of Restricted Stock granted under this Agreement (the "Shares") vest, the fair value of such Shares will be reportable as ordinary income at that time. Executive further understands that instead of being taxed when and as the Shares vest, Executive may elect to be taxed as of the date the Shares are granted to Executive, with respect to the fair value of all Shares on such date. Such election may only be made under Section 83(b) of the Code within thirty (30) days after such date of grant. Executive acknowledges that failure to make this filing within the (30) day period will result in the recognition of ordinary income as the Shares vest. EXECUTIVE ACKNOWLEDGES THAT IT IS EXECUTIVE'S SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON EXECUTIVE'S BEHALF. EXECUTIVE IS RELYING SOLELY ON HIS OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION. View More
Found in Heska Corporation contract
Tax Matters. a. Except as provided in Section 6(d) above, Executive agrees that Executive is responsible for any applicable taxes of any nature (including any penalties or interest that may apply to such taxes) that are reasonably determined to apply to any payment made to Executive hereunder (or any arrangement contemplated hereunder), that Executive's receipt of any benefit hereunder is conditioned on Executive's satisfaction of any applicable withholding or similar obligations that apply to such benefit, ...and that any cash payment owed to Executive hereunder will be reduced to satisfy any such withholding or similar obligations that may apply thereto. b. Executive acknowledges that no representative or agent of Heska has provided Executive with any tax advice of any nature, and Executive has consulted with Executive's .3Executive's own legal, tax, and financial advisor(s) as to tax and related matters concerning the compensation to be received under this Agreement. c. Executive acknowledges that under Section 83 of the Code, as the shares of Restricted Stock granted under this Agreement (the "Shares") vest, the fair value of such Shares will be reportable as ordinary income at that time. Executive further understands that instead of being taxed when and as the Shares vest, Executive may elect to be taxed as of the date the Shares are granted to Executive, with respect to the fair value of all Shares on such date. Such election may only be made under Section 83(b) of the Code within thirty (30) days after such date of grant. Executive acknowledges that failure to make this filing within the (30) day period will result in the recognition of ordinary income as the Shares vest. EXECUTIVE ACKNOWLEDGES THAT IT IS EXECUTIVE'S SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON EXECUTIVE'S BEHALF. EXECUTIVE IS RELYING SOLELY ON HIS OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION. View More
Found in Heska Corporation contract
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