Tax Matters Clause Example with 32 Variations from Business Contracts
This page contains Tax Matters clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Tax 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
Variations of a "Tax Matters" Clause from Business Contracts
Tax Matters. (a) Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining Company will provide such benefit in accordance with the advice terms of the Participant's own tax advisors Agreement once the conditions set forth therein and in this Release have been met.2. "Released Parties" as used in this Release includes: (a) Company and its past, present, and future parents, divisions, subsidiaries, partnerships, affiliates, and other related entities; (b...) each of the foregoing entities' and persons' past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, members, associates, agents, employees, and attorneys; and (c) the predecessors, successors and assigns of each of the foregoing persons and entities.3. Haden and anyone claiming through her or on her behalf hereby waive and release Company and the other Released Parties with respect to the acquisition of the Restricted Shares any and the Participant is relying solely on such advisors and not on any statements all claims, whether currently known or representations of the unknown, that Haden now has or has ever had against Company or any of its agents the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which she signs this Release. Without limiting the foregoing, the claims waived and released by Haden hereunder include, but are not limited to, all claims under the Age Discrimination in Employment Act; all claims under any other federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law; all claims arising out of Haden's employment and the Consulting Services, compensation, other terms and conditions of employment or the Consulting Services, or termination from employment or the Consulting Services; all claims for discrimination, harassment, retaliation and failure to accommodate; and all contract, tort and other common law claims, including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel and unjust enrichment. Notwithstanding the foregoing, the releases and waivers in this Section 3 will not apply to any claim for unemployment or workers' compensation, any claim, if any, to indemnification under her Indemnification Agreement dated March 1, 2015, and any applicable law, any Company by-laws, or any director and officer insurance (it being understood and agreed that this Agreement does not create or expand upon any such rights (if any) to indemnification). In the event of any further proceedings based upon any released matter, none of the Released Parties will have any further monetary or other obligation of any kind to Haden, and Haden hereby waives any such monetary or other recovery. This Release will not become effective or enforceable until this 7-day period has expired and will be void if Haden revokes it. Nothing in this Release is intended to or will be construed as an admission by any of the Released Parties that any of them violated any law, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to Haden or otherwise. The Released Parties expressly deny any such illegal or wrongful conduct. This Release, the tax consequences relating to Agreement, and the Restricted Shares. The Participant understands that Existing Agreements are 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 entire agreement of the Restricted Shares. The Participant acknowledges parties regarding the matters described in such agreements and agrees supersede any and all prior and/or contemporaneous agreements, oral or written, between the parties regarding such matters. This Release is governed by Georgia law, may be signed in counterparts, and may be modified only by a writing signed by all parties. THE PARTIES STATE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND KNOWINGLY AND VOLUNTARILY INTEND TO BE BOUND THERETO:ALEXANDRA O. HADEN MIMEDX GROUP, INC.______________________________ By:___________________________Title: _________________________ Date:_________________________ Date:_________________________ 2 EX-10.26 5 ex1026hadenconsultinga.htm EXHIBIT 10.26 Exhibit PRIVILEGED & CONFIDENTIAL Ex. 10.26CONSULTING AGREEMENTAlexandra O. Haden ("Haden") and MiMedx Group, Inc. ("Company") hereby enter into this Consulting Agreement ("Agreement") dated and effective as of August 12, 2019 and agree as follows:1.Resignation from Employment. Haden has resigned from her employment with Company, as well as from any and all officer positions that he or she shall not make an election under Section 83(b) Haden held with Company and its affiliates effective at the close 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 business on August 12, 2019 (the "Separation Date"). 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 accepted 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. resignations. View More
Tax Matters. (a) Acknowledgments; No 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 award of the Restricted Shares RSUs 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. RSUs. The Participant...Recipient understands 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. RSUs and the Common Stock represented thereby. The Participant Recipient acknowledges and agrees that he or she shall not make an no election under Section 83(b) of the Internal Revenue Code, as amended Code is available 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. RSUs. View More
Tax Matters. (a) Acknowledgments; No 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 grant of the Restricted Shares Stock Units 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. Stock Units. Th...e Participant Recipient understands 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. Stock Units and the Common Stock represented thereby. The Participant acknowledges and agrees Recipient understands that he or she shall not make an no election under Section 83(b) of the Internal Revenue Code, as amended Code of 1986 (the "Code") is available with respect to the issuance of the Restricted Shares. Stock Units. (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 any federal, state, local or other taxes Recipient the amount of any kind withholding taxes 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 actions contemplated by this Agreement in 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 manner permitted 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. Plan. View More
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 Shares, including with respect to the availability of making an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the Participant Recipient is relying solely on such advisors and not on any statements or representations o...f the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. The Participant Recipient understands 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 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 Recipient acknowledges and agrees that the Company has shall have 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 grant 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
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
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 amended, with respect to the issuance of the Restricted Shares. Following the execution of this Agreement, the Recipient has thirty (30) days following such execution to file the 83(b) election with the Internal Revenue Service. A copy of such notification should be delivered to the Company in writing. The recipient shall also notify the Company in writing if the Recipient has not filed a Section 83(b) election. 4 (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 vesting of the Restricted Shares. At such time as the Participant is not aware of any material nonpublic information about Two weeks prior to each date on which Restricted Shares vest, the Company or shall deliver written notice to the Common Stock, Recipient of the Participant shall execute estimated amount of withholding taxes due with respect to the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as vesting of the means of satisfying Restricted Shares that vest on such date; provided, however, that the total tax withholding cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Recipient may satisfy such tax obligation. If withholding obligations by making a cash payment to the Participant does not execute Company on the Automatic Sale Instructions prior to an date of vesting of the Restricted Shares, in the amount of the Company's withholding obligation in connection with the vesting of such Restricted Shares. The Recipient may, at the option of the Recipient and if the Compensation Committee so approves in advance of the applicable vesting date, then satisfy such tax withholding obligations by transferring to the Participant agrees Company, on each date on which Restricted Shares vest under this Agreement, such number of Restricted Shares that if under applicable law vest on such date as have a fair market value (calculated using the Participant will owe taxes at last reported sale price of the common stock of the Company on the NASDAQ Stock Market on the trading date immediately prior to such vesting date on the portion of the Award then vested, the Company shall be entitled date) equal to immediate payment from the Participant of the amount of any the Company's tax required withholding obligation in connection with the vesting of such Restricted Shares. To effect such delivery of Restricted Shares, the Recipient shall deliver a written notice to be withheld by the Company stating that a specified number of Restricted Shares registered to the Recipient in book entry form are thereby transferred to 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
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 amended, with respect to the issuance of 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 vesting of the Restricted Shares. At such time as Such withholding may be undertaken via any method permitted under 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. Plan. View More
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 amended, with respect to the issuance of the Restricted Shares. Shares and that the Recipient has decided not to file a Section 83(b) election. (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 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 On each date on the portion of the Award then vested, which Restricted Shares vest, the Company shall be entitled deliver written notice to immediate payment from the Participant Recipient of the amount of any withholding taxes due with respect to the vesting of the Restricted Shares that vest on such date; provided, however, that the total tax withholding cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Recipient shall satisfy such tax withholding obligations by making a cash payment to the Company on the date of vesting of the Restricted Shares, in the amount of the Company's withholding obligation in connection with the vesting of such Restricted Shares. The Recipient may, if the Board, in its sole discretion, so approves in writing in advance of the applicable vesting date, satisfy such tax withholding obligations by transferring to the Company, on each date on which Restricted Shares vest under this Agreement, such number of Restricted Shares that vest on such date as have a fair market value (calculated using the last reported sale price of the common stock of the Company on the NASDAQ Capital Market on the trading date immediately prior to such vesting date) equal to the amount of the Company's tax withholding obligation in connection with the vesting of such Restricted Shares. In the event that the Board approves such method of satisfying the tax withholding obligation through the delivery of Restricted Shares to the Company, to effect such delivery of Restricted Shares, the Recipient shall be required to be withheld by authorize the Company to take any actions necessary or appropriate to cancel any certificate(s) representing such Restricted Shares and transfer ownership of such Restricted Shares to the Company; and if the Company or its transfer agent requires an executed stock power or similar confirmatory instrument in connection with such cancellation and transfer, the Recipient shall promptly execute and deliver the same to 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
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 and any Accrued Dividends with respect to such 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 amended, with respect to the issuance of the Restricted Shares. Shares and that the Recipient has decided not to file a Section 83(b) election. (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 vesting of the Restricted Shares. At On each date on which Restricted Shares vest, the Company shall deliver written notice to the Recipient of the amount of withholding taxes due with respect to the vesting of the Restricted Shares that vest on such time date; provided, however, that the total tax withholding cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Recipient shall satisfy such tax withholding obligations by (i) making a cash payment to the Company on the date of vesting of the Restricted Shares, in the amount of the Company's withholding obligation in connection with the vesting of such Restricted Shares or (ii) transferring to the Company, on each date on which Restricted Shares vest under this Agreement, such number of Restricted Shares that vest on such date as have a fair market value (calculated using the Participant is not aware last reported sale price of the common stock of the Company on NASDAQ on the trading date immediately prior to such vesting date) equal to the amount of the Company's tax withholding obligation in connection with the vesting of such Restricted Shares. To effect such delivery of Restricted Shares, the Recipient hereby authorizes the Company to take any material nonpublic information about actions necessary or appropriate to cancel any certificate(s) representing such Restricted Shares and transfer ownership of such Restricted Shares to the Company; and if the Company or its transfer agent requires an executed stock power or similar confirmatory instrument in connection with such cancellation and transfer, the Common Stock, Recipient shall promptly execute and deliver the Participant shall execute same to the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means Company, or if represented by book entry form, such delivery of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior Restricted Shares 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 deemed to immediate payment from happen automatically, without any action required on the Participant part of the amount of any tax required Recipient, and the Company is hereby authorized to be withheld by the Company. The Company shall not deliver any shares of Common Stock take such actions as are necessary to the Participant until it is satisfied that all required withholdings have been made. effect such delivery. View More
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
