Tax Obligations Contract Clauses (579)

Grouped Into 8 Collections of Similar Clauses From Business Contracts

This page contains Tax Obligations clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Tax Obligations. (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. (b) Notice of Disq...ualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. View More
Found in Roblox Corp contract
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Tax Obligations. (a) Withholding Taxes. The Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining the Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. The Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. (b) No...tice of Disqualifying Disposition of ISO Shares. If the Option granted to the Optionee herein is an ISO, and if the Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) (i) the date two years after the Date of Grant, or (2) (ii) the date one year after the date of exercise, the Optionee shall must immediately notify the Company in writing of such disposition. The Optionee acknowledges and agrees that the Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. 4 10. NO GUARANTEE OF CONTINUED SERVICE. THE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, DIRECTOR, OR CONSULTANT AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, DIRECTOR, OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH THE OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE OPTIONEE'S RELATIONSHIP (A) AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE; (B) AS A CONSULTANT PURSUANT TO THE TERMS OF THE OPTIONEE'S AGREEMENT WITH THE COMPANY OR AN AFFILIATE; OR (C) AS A DIRECTOR PURSUANT TO THE BYLAWS OF THE COMPANY AND ANY APPLICABLE PROVISIONS OF THE CORPORATE LAW OF THE STATE OR OTHER JURISDICTION IN WHICH THE COMPANY IS DOMICILED, AS THE CASE MAY BE. View More
Found in EVO Transportation & Energy Services, Inc. contract
Tax Obligations. (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with Tax Consequences. The Company makes no representations regarding the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable treatment related to the Option or its exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares... if such withholding amounts are not delivered at the time of exercise. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Tax Withholding. Optionee agrees that Optionee may be subject to income and employment tax withholding by the Company on the compensation income recognized by the Optionee and that the Company shall not be required to issue Shares upon the exercise of the Option unless Optionee adequately provides for the Company to satisfy its withholding obligations. -3- (c) Code Section 409A. Under Code Section 409A, an Option that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the "IRS") to be less than the Fair Market Value of a Share on the date of grant (a "discount option") may be considered "deferred compensation." An Option that is a "discount option" may result in (i) income recognition by Optionee prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The "discount option" may also result in additional state income, penalty and interest tax to the Optionee. Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Optionee agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Optionee shall be solely responsible for Optionee's costs related to such a determination. View More
Found in Applied Molecular Transport Inc. contract
Tax Obligations. (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 4 (b) Share Withho...lding. Unless otherwise instructed by the Optionee in writing, the Company, in compliance with any applicable legal conditions or restrictions, may withhold from fully vested Shares purchased through the exercise of the Option, otherwise deliverable to Optionee through the exercise of the Option, a whole number of Shares having a Fair Market Value, as determined by the Company as of the date of exercise, not in excess of the amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid adverse financial accounting treatment). To the extent that the withholding of the Shares is less than the tax withholding amount, the Optionee agrees to pay the remainder of the tax withholding in cash or check or to have such amount withheld by the Company from the Optionee's compensation through payroll and any other amounts payable to Optionee. (c) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. View More
Found in iBio, Inc. contract
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Tax Obligations. As a condition to the granting of the Award and the vesting thereof, the Participant acknowledges and agrees that he/she is responsible for the payment of income and employment taxes (and any other taxes required to be withheld) payable in connection with the vesting of an Award. Accordingly, the Participant agrees to remit to the Company or any applicable subsidiary an amount sufficient to pay such taxes. Such payment shall be made to the Company or the applicable subsidiary of the Company in a... form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and withhold from delivery at the time of vesting that number of shares of Company Common Stock having a fair market value equal to the taxes owed by the Participant, which retained shares shall fund the payment of such taxes by the Company on behalf of the Participant. The Participant acknowledges that he or she is responsible for reviewing with his or her own tax advisors the federal, state, local and other tax consequences of the transactions contemplated by this Agreement. The Participant acknowledges that he or she is not relying on any statements or representations of the Company or any of its agents. View More
Found in SONUS NETWORKS INC contract
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Tax Obligations. As a condition to the granting of the Award and the vesting thereof, the Participant acknowledges and agrees that he/she is responsible for the payment of income and employment taxes (and any other taxes required to be withheld) payable in connection with the vesting and/or settlement of an Award. Accordingly, the Participant agrees to remit to the Company or any applicable subsidiary an amount sufficient to pay such taxes. Such payment shall be made to the Company or the applicable subsidiary o...f the Company in a form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. discretion, consistent with Section 11(e) of the Plan. Notwithstanding the foregoing, foregoing (but subject to Section 11(e) of the Plan), the Company may may, in its discretion, retain and withhold from delivery at the time of vesting that number of shares of Company Common Stock having a fair market value equal to the taxes owed by the Participant, which retained shares shall fund the payment of such taxes by the Company on behalf of the Participant. The Participant acknowledges that he or she is responsible for reviewing with his or her own tax advisors the federal, state, local and other tax consequences of the transactions contemplated by this Agreement. The Participant acknowledges that he or she is not relying on any statements or representations of the Company or any of its agents. View More
Found in Ribbon Communications Inc. contract
Tax Obligations. As a condition to the granting of the Award and Option, the vesting thereof, the Participant Grantee acknowledges and agrees that he/she is responsible for the payment of income and employment taxes (and any other taxes required to be withheld) taxes), if any, payable in connection with the vesting exercise of an Award. the Option. Accordingly, the Participant Grantee agrees to remit to the Company or any applicable subsidiary an amount sufficient to pay such taxes. taxes (to the extent required... to be withheld by the Company). Such payment shall be made to the Company or the applicable subsidiary of the Company in a form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and withhold from delivery at the time of vesting that number of shares of Company Common Stock having a fair market value equal to the taxes owed by the Participant, which retained shares shall fund the payment of such taxes by the Company on behalf of the Participant. The Participant acknowledges that he or she is responsible for reviewing with his or her own tax advisors the federal, state, local and other tax consequences of the transactions contemplated by this Agreement. The Participant acknowledges that he or she is not relying on any statements or representations of the Company or any of its agents. View More
Found in WEX Inc. contract
Tax Obligations. As a condition to the granting of the Award and the vesting thereof, the Participant acknowledges and agrees that he/she is responsible for the payment of income and employment taxes (and any other taxes required to be withheld) payable in connection with the vesting of an Award. Accordingly, the Participant agrees to remit to the Company or any applicable subsidiary an amount sufficient to pay such taxes. Such payment shall be made to the Company or the applicable subsidiary of the Company in a... form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. Notwithstanding the foregoing, the Company ActiveUS 143602936v.2 may retain and withhold from delivery at the time of vesting that number of shares of Company Common Stock having a fair market value equal to the taxes owed by the Participant, which retained shares shall fund the payment of such taxes by the Company on behalf of the Participant. The Participant acknowledges that he or she is responsible for reviewing with his or her own tax advisors the federal, state, local and other tax consequences of the transactions contemplated by this Agreement. The Participant acknowledges that he or she is not relying on any statements or representations of the Company or any of its agents. View More
Found in SONUS NETWORKS INC contract
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Tax Obligations. (a) Withholding Taxes. Regardless of any action the Company or Optionee's employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax related items related to Optionee's participation in the Plan and legally applicable to Optionee ("Tax-Related Items"), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee's responsibility and may exceed the amount actually withheld by the Comp...any or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if Optionee has become subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable or tax withholding event, as applicable, Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Optionee's wages or other cash compensation paid to Optionee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Shares to be issued at exercise of the Option, provided, however, that withholding in Shares shall be subject to approval by the Administrator to the extent deemed necessary or advisable by counsel to the Company at the time of any relevant tax withholding event. To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Optionee is deemed to have been issued the full number of Shares subject to the exercised Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee's participation in the Plan. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Optionee fails to comply with Optionee's obligations in connection with the Tax-Related Items. (b) Notice of Disqualifying Disposition of ISO Shares. If Optionee is a U.S. taxpayer and the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to withholding of any Tax-Related Items by the Company on the compensation income recognized by the Optionee. View More
Found in Sonos Inc contract
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Tax Obligations. (a) Withholding Taxes. Regardless Optionee acknowledges that, regardless of any action taken by the Company or or, if different, Optionee's employer (the "Employer") takes with respect to any or the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related tax‐related items related to Optionee's participation in the Plan and legally applicable to Optionee ("Tax-Related Items"), Optionee acknowledges that the ultimate liabil...ity for all Tax-Related Items is and remains Optionee's responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee's liability for Tax-Related Items or achieve any particular tax result. dividends. Further, if Optionee has become is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to the relevant taxable or tax withholding event, as applicable, Optionee will pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Optionee's wages or payroll and any other cash compensation paid amounts payable to Optionee, including any proceeds due to Optionee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares shares of Common Stock acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on on Optionee's behalf (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the U.S. Federal Reserve Board) pursuant to this authorization); or (iii) withholding in Shares to be issued at exercise of the Option, provided, however, that withholding in Shares shall be authorization without further consent. (c) Upon Optionee's request and subject to approval by the Administrator to the extent deemed necessary Company, in its sole discretion, and compliance with any applicable legal conditions or advisable by counsel to the Company at the time of any relevant tax withholding event. To avoid any negative accounting treatment, restrictions, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If from fully vested shares of Common Stock otherwise issuable to Optionee upon the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Optionee is deemed to have been issued the full number exercise of Shares subject to the exercised Options, notwithstanding that this Option a number of the Shares are held back solely for the purpose whole shares of paying the Tax-Related Items due as Common Stock having a result of any aspect of Optionee's participation in the Plan. Finally, Optionee shall pay to Fair Market Value, determined by the Company or the Employer any amount as of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Optionee fails to comply with Optionee's obligations in connection with the Tax-Related Items. (b) Notice of Disqualifying Disposition of ISO Shares. If Optionee is a U.S. taxpayer and the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, not in excess of the maximum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of this Option as a liability for financial accounting purposes). Any adverse consequences to Optionee arising in connection with such share withholding procedure shall immediately notify be Optionee's sole responsibility. (d) Optionee may not exercise this Option unless the tax withholding obligations of the Company in writing and/or any Affiliate for Tax-Related Items are satisfied. Accordingly, Optionee may not be 4 able to exercise this Option when desired even though the Option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such disposition. shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. (e) Optionee hereby agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes Optionee's tax liabilities. Optionee will not make any claim against the Company, or any of its officers, Directors, Employees or affiliates related to tax liabilities arising from this Option or Optionee's other compensation 10. ENTIRE AGREEMENT; GOVERNING LAW. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be subject modified adversely to withholding Optionee's interest except by means of any Tax-Related Items a writing signed by the Company on the compensation income recognized and Optionee. This Agreement is governed by the Optionee. internal substantive laws but not the choice of law rules of Michigan. View More
Found in Millendo Therapeutics, Inc. contract
Tax Obligations. (a) Withholding Taxes. Regardless By accepting this Option, Optionee acknowledges that, regardless of any action the Company or Optionee's employer (the "Employer") takes with respect to any or all income tax, social insurance, security, fringe benefit tax, payroll tax, payment on account or other tax related tax-related items related to the Optionee's participation in the Plan and legally applicable to Optionee ("Tax-Related Items"), Optionee acknowledges that the ultimate liability for all Tax...-Related Items is and remains Optionee's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations or nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Option, including, but not limited to, including the grant, vesting or exercise of the this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of or the grant or any aspect of the this Option to reduce or eliminate Optionee's liability for Tax-Related Items or achieve Items. If Optionee fails to make satisfactory arrangements for the payment of any particular tax result. Further, if Optionee has become subject to required Tax-Related Items in more than one jurisdiction between hereunder at the Date time of Grant and the date of any relevant applicable taxable or tax withholding event, as applicable, Optionee acknowledges and agrees that the Company and/or may refuse to issue or deliver the Employer (or former employer, as applicable) may be required to withhold Shares or account for Tax-Related Items in more than one jurisdiction. the proceeds of the sale of Shares. Prior to the relevant taxable or tax withholding event, as applicable, Optionee will pay or agrees to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes the Company and/or and the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items Items, if any, by one or a combination of the following: (i) withholding from Optionee's wages or other cash compensation paid to Optionee by the Company and/or the Employer; (ii) withholding Employer or from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale Shares. Alternatively, or through a mandatory sale arranged by in addition, if permissible under Applicable Laws, the Company (on Optionee's behalf pursuant may (but shall not be obligated to): (1) sell or arrange for the sale of Shares that Optionee acquires to this authorization); or (iii) meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Shares to meet the withholding obligation for Tax-Related Items. In addition, Optionee shall pay the Company or the Employer any amount of Tax-Related 4. Items that the Company or the Employer may be issued at exercise required to withhold as a result of Optionee's participation in the Option, provided, however, Plan or Optionee's purchase of Shares that withholding in Shares shall cannot be subject to approval satisfied by the Administrator to the extent deemed necessary or advisable by counsel to means previously described, and if Optionee does not otherwise so pay the Company at or the time of any relevant tax withholding event. To avoid any negative accounting treatment, Employer, then the Company or the Employer may withhold amounts from Optionee's cash compensation to satisfy such withholding obligation. Further, depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates. rates, including the maximum rates applicable in Optionee's jurisdiction, in which case Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in a number of Shares, for tax purposes, Optionee is will be deemed to have been issued the full number of Shares subject to the exercised Options, Option, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee's participation in the Plan. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee's participation in the Plan that cannot be satisfied by the means previously described. Items. The Company may refuse to issue or honor the exercise and refuse to deliver the Shares or the proceeds of the sale of Shares, if Optionee fails to comply with Optionee's obligations in connection with the Tax-Related Items. (b) Notice of Disqualifying Disposition of ISO Shares. If Optionee Items (including if Optionee's cash compensation is a U.S. taxpayer and the Option granted not sufficient to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of satisfy such disposition. Optionee agrees that Optionee may be subject to withholding of any Tax-Related Items by the Company on the compensation income recognized by the Optionee. obligations). View More
Found in SEATTLE GENETICS INC contract
Tax Obligations. (a) Withholding Taxes. Regardless of any action the Company or Optionee's employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related tax-related items related to the Optionee's participation in the Plan and legally applicable to Optionee ("Tax-Related Items"), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee's responsib...ility and may exceed the amount actually withheld by the Company or the Employer. Employer, if any. The Optionee further acknowledges that the Company and/or the Employer (i) (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Options, including the grant, vesting or exercise of the an Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; dividends or other distributions on the Shares; and (ii) (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Options to reduce or eliminate Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, Prior to any relevant taxable or tax withholding event, Optionee agrees to make appropriate arrangements with the Company and/or the Employer for satisfaction of all Tax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer to satisfy any withholding obligation for Tax-Related Items by withholding from Optionee's compensation paid to Optionee by the Company and/or Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under Applicable Laws, the Company may sell or arrange for the sale of Shares that Optionee has become acquires to meet the withholding obligation for Tax-Related Items. Finally, Optionee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee's participation in the Plan or Optionee's purchase of Shares that cannot be satisfied by the means previously described. Depending on the withholding method and to the extent permitted under the Plan and Applicable Laws, the Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in a jurisdiction (in which case Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares). If Optionee is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable or tax withholding event, as applicable, Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Optionee's wages or other cash compensation paid to Optionee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Shares to be issued at exercise of the Option, provided, however, that withholding in Shares shall be subject to approval by the Administrator to the extent deemed necessary or advisable by counsel to the Company at the time of any relevant tax withholding event. To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Optionee is deemed to have been issued the full number of Shares subject to the exercised Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee's participation in the Plan. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or honor the exercise and refuse to deliver the Shares or the proceeds issuable upon exercise of the sale of Shares, Options if Optionee fails to comply with Optionee's obligations in connection with the Tax-Related Items. (b) Notice Items as described in this section. For Optionees residing and/or working outside of Disqualifying Disposition France, please also refer to Applicable Laws sections of ISO Shares. If Optionee is a U.S. taxpayer and your country set forth in the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to withholding of any Tax-Related Items by the Company on the compensation income recognized by the Optionee. attached Exhibit B. View More
Found in Talend SA contract
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Tax Obligations. (a) Responsibility for Taxes. The recipient acknowledges that, regardless of any action taken by Teradyne or, if different, the recipient's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the recipient's participation in the Plan and legally applicable to the recipient ("Tax-Related Items"), is and remains the recipient's responsibility and may exceed the amount actu...ally withheld by Teradyne or the Employer. The recipient further acknowledges that Teradyne and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of shares acquired pursuant to such settlement and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Award to reduce or eliminate the recipient's liability for Tax-Related Items or achieve any particular tax result. Further, if the recipient is subject to Tax-Related Items in more than one jurisdiction between the Effective Date and the date of any relevant taxable or tax withholding event, as applicable, the recipient acknowledges that Teradyne and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Tax Withholding. Prior to any relevant taxable or tax withholding event, as applicable, the recipient agrees to make adequate arrangements satisfactory to Teradyne and/or the Employer to satisfy all Tax-Related Items. The recipient authorizes Teradyne or its respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding in shares to be issued upon settlement of the RSUs; provided, however, that the total Tax-Related Items withholding where shares are being used to satisfy such tax obligations cannot exceed Teradyne's minimum statutory withholding obligations. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, the recipient is deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items. In the event that such withholding in shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the recipient's acceptance of this Award, the recipient authorizes and directs Teradyne and any brokerage firm determined acceptable to Teradyne to sell on the recipient's behalf a whole number of shares from those shares issuable to the recipient as Teradyne determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. If withholding is performed from proceeds from the sale of shares acquired upon vesting of the RSUs, Teradyne shall withhold for Tax-Related Items at minimum applicable rates. Alternatively, Teradyne, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require the recipient to satisfy his or her obligations for Tax-Related Items, in whole or in part (without limitation) by delivery of cash or check to Teradyne or the Employer, or Teradyne or the Employer may withhold from the recipient's wages or other compensation. View More
Found in Teradyne contract
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Tax Obligations. (a) Responsibility for Taxes. The recipient acknowledges that, regardless of any action taken by Teradyne or, if different, or the recipient's employer (the "Employer"), Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the recipient's participation in the Plan and legally applicable to the recipient ("Tax-Related Items"), is and remains the recipient's responsibility and may exceed th...e amount actually withheld by Teradyne or the Employer. The recipient further acknowledges that Teradyne and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, the Stock Options, including, but not limited to, the grant, vesting or settlement exercise of the RSUs, Stock Options, the subsequent sale of shares acquired pursuant to such settlement exercise and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Award the Stock Option to reduce or eliminate the recipient's liability for Tax-Related Items or achieve any particular tax result. Further, if the recipient is subject to Tax-Related Items in more than one jurisdiction between the Effective Date and the date of any relevant taxable or tax withholding event, as applicable, jurisdiction, the recipient acknowledges that Teradyne and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Tax Withholding. Prior to any relevant taxable or tax withholding event, as applicable, the recipient agrees to make adequate arrangements satisfactory to Teradyne and/or the Employer to satisfy all Tax-Related Items. The In this regard, the recipient authorizes Teradyne and/or the Employer, or its their respective agents agents, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares to be issued upon settlement of the RSUs; provided, however, that the total Tax-Related Items withholding where shares are being used to satisfy such tax obligations cannot exceed Teradyne's minimum statutory withholding obligations. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, the recipient is deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items. In the event that such withholding in shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the recipient's acceptance of this Award, the recipient authorizes and directs Teradyne and any brokerage firm determined acceptable to Teradyne to sell on the recipient's behalf a whole number of shares from those shares issuable to the recipient as Teradyne determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. If withholding is performed from proceeds from of the sale of shares acquired upon vesting at exercise of the RSUs, Stock Options either through a voluntary sale or through a mandatory sale arranged by Teradyne shall (on the recipient's behalf pursuant to this authorization) without further consent. Teradyne may withhold or account for Tax-Related Items at minimum by considering maximum applicable rates. Alternatively, Teradyne, rates, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require which case the recipient will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. Alternatively, the recipient may elect to satisfy his or her the recipient's obligations for Tax-Related Items, in whole or in part (without limitation) Items by delivery of cash or check to Teradyne or the Employer, or Teradyne or the Employer may withhold from the recipient's wages or other compensation. Employer. View More
Found in Teradyne contract
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Tax Obligations. (a) Tax Consequences. The Grantee has reviewed with the Grantee's own tax advisors the federal, state, local and foreign tax consequences of this Award. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement and the Plan. (b) Withholding Taxe...s. The Grantee may satisfy any federal, state, local or other tax withholding obligation relating to the grant of the Shares under this Agreement by any of the following means (in addition to the Company's right to withhold from any compensation paid to the Grantee by the Company, including withholding from any cash dividends paid in connection with the Shares hereunder) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold Shares from the Shares otherwise issuable to the Grantee under this Agreement; provided, however, that no Shares are withheld with a value exceeding the amount of tax required to be withheld by law based on the maximum statutory tax rates in the applicable taxing jurisdictions; or (iii) delivering to the Company owned and unencumbered Shares. The Grantee agrees to make appropriate arrangements with the Company for the satisfaction of all federal, state, local and other income and employment tax withholding requirements applicable to this Award. View More
Found in 1347 Property Insurance Holdings, Inc. contract
Tax Obligations. (a) Tax Consequences. The Grantee has reviewed with the Grantee's own tax advisors the federal, state, local and foreign tax consequences of this Award. the Option. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement and the Plan. (b) With...holding Taxes. The Grantee may satisfy any federal, state, local or other tax withholding obligation relating to the grant exercise or acquisition of the Shares under this Agreement the Option by any of the following means (in addition to the Company's right to withhold from any compensation paid to the Grantee by the Company, including withholding from any cash dividends paid in connection with the Shares hereunder) Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold Shares from the Shares otherwise issuable to the Grantee as a result of the exercise or acquisition of stock under this Agreement; the Option; provided, however, that no Shares are withheld with a value exceeding the amount of tax required to be withheld by law based on the maximum statutory tax rates in the applicable taxing jurisdictions; or (iii) delivering to the Company owned and unencumbered Shares. The Grantee agrees to make appropriate arrangements with the Company for the satisfaction of all federal, state, local and other income and employment tax withholding requirements applicable to this Award. the Option exercise. The Grantee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. View More
Found in 1347 Property Insurance Holdings, Inc. contract
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Tax Obligations. As a condition to the granting of the Award and the settlement thereof, the Grantee agrees to remit to the Company or any of its applicable Subsidiaries such sum as may be necessary to discharge the Company's or such Subsidiary's obligations with respect to any tax, assessment or other governmental charge imposed on property or income received by the Grantee pursuant to this Agreement and the Award. Accordingly, the Grantee agrees to remit to the Company or an applicable Subsidiary any and all r...equired minimum withholding taxes. To satisfy such obligation, Grantee agrees to have the Company withhold a number of whole shares of Stock otherwise deliverable to Grantee in settlement of the Award having a Fair Market Value, as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates determined by the Company. View More
Found in PHH CORP contract
Tax Obligations. As a condition to the granting of the Award and the settlement vesting thereof, the Grantee agrees to remit to the Company or any of its applicable Subsidiaries subsidiaries such sum as may be necessary to discharge the Company's or such Subsidiary's subsidiary's obligations with respect to any tax, assessment or other governmental charge imposed on property or income received by the Grantee pursuant to this Agreement and the Award. Accordingly, the Grantee agrees to remit to the Company or an a...pplicable Subsidiary subsidiary any and all required minimum withholding taxes. To satisfy such obligation, Grantee agrees Such payment shall be made to have the Company or any applicable subsidiary of the Company in a form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. If the Grantee 2 does not agree to remit the amount of withholding taxes or other taxes, or otherwise direct the Company or any of its subsidiaries to withhold a number such amount, the Company or any of whole its subsidiaries shall satisfy the minimum amount of withholding taxes or other taxes with shares of Stock that would otherwise deliverable to Grantee in be received upon settlement of the Award having a Fair Market Value, as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates determined by the Company. Award. View More
Found in Avis Budget Group contract
View Variations (2)
Tax Obligations. (a) Taxes. Regardless of any action the Company takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related items ("Tax Related Items"), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs is and remains the Participant's responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Related Items in ...connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of the Shares, the subsequent sale of Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for Tax Related Items. (b) Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event must also constitute a "change in ownership or effective control" of the Company or a "change in the ownership of a substantial portion of the assets" of the Company within the meaning of Section 409A. 4 8. Rights as Shareholder. Until all requirements for vesting of the RSUs pursuant to the terms of this Agreement and the Plan have been satisfied, the Participant shall not be deemed to be a shareholder of the Company, and shall have no dividend rights or voting rights with respect to the RSUs or any Shares underlying or issuable in respect of such RSUs until such Shares are actually issued to the Participant. View More
Found in Vontier Corp contract
Tax Obligations. (a) Taxes. Regardless of any action the Company takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related items ("Tax Related Items"), the Participant Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs Option is and remains the Participant's Optionee's responsibility and that the Company (i) makes no representations or undertakings regarding the treatment o...f any Tax Related Items in connection with any aspect of the RSUs, Option, including, but not limited to, the grant grant, vesting or vesting exercise of the RSUs, the delivery of the Shares, Option, the subsequent sale of Shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the RSUs Option to reduce or eliminate the Participant's Optionee's liability for Tax Related Items. (b) Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event must also constitute a "change in ownership or effective control" of the Company or a "change in the ownership of a substantial portion of the assets" of the Company within the meaning of Section 409A. 4 8. Rights as Shareholder. Until all requirements for vesting of the RSUs pursuant to the terms of this Agreement and the Plan have been satisfied, the Participant shall not be deemed to be a shareholder of the Company, and shall have no dividend rights or voting rights with respect to the RSUs or any Shares underlying or issuable in respect of such RSUs until such Shares are actually issued to the Participant. View More
Found in Vontier Corp contract
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Tax Obligations. The Grantee shall be solely responsible for satisfying any applicable federal, state and local tax obligations and non-U.S. tax obligations in connection with this Award, whether upon exercise or otherwise.
Found in Tailwind Two Acquisition Corp. contract
Tax Obligations. The Grantee Optionee shall be solely responsible for satisfying any applicable federal, state and local tax obligations and non-U.S. tax obligations in connection with this Award, Stock Option, whether upon exercise or otherwise.
Found in Tailwind Two Acquisition Corp. contract
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