Tax Matters Clause Example from Business Contracts

Tax Matters. The Option is intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, the Option will not qualify as an "incentive stock option," among other events, (i) if the Participant disposes of any shares of Common Stock acquired pursuant to the Option at any time during the two (2) year period following the date of this Agreement or the one (1) year period following the date on which the Option is exercised; (i...i) except in the event of the Participant's death or disability, as defined in Section 22(e)(3) of the Code, if the Participant is not employed by the Company, any "parent corporation" of the Company within the meaning of Section 424(e) of the Code ("Parent"), or any "subsidiary corporation" within the meaning of Section 424(f) of the Code ("Subsidiary"), at all times during the period beginning on the Grant Date (as defined herein) and ending on the day three (3) months before the date of exercise of the Option; or (iii) to the extent the aggregate Fair Market Value (determined as of the time the Option is granted) of the shares of Common Stock subject to "incentive stock options" which become exercisable for the first time by the Participant in any calendar year exceeds $100,000. To the extent that the Option does not qualify as an "incentive stock option," it shall not affect the validity of the Option and shall constitute a separate non-qualified stock option. View More