Tax Obligations Clause Example with 5 Variations from Business Contracts

This page contains Tax Obligations 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 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

Variations of a "Tax Obligations" Clause from Business Contracts

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 The Optionee acknowledges that, regardless of any action taken by the Company or or, if different, the Optionee's employer (the "Employer") takes with respect to "Employer"), the ultimate liability for 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 the Optionee ("Tax-Related Items"), Optionee acknowle...dges that the ultimate liability for all Tax-Related Items Items") is and remains the Optionee's responsibility 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) (a) 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) (b) 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 the Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, Prior to any relevant taxable or tax withholding event, the Optionee agrees to make appropriate arrangements with the Company and/or the Employer for the satisfaction of all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer to satisfy any withholding obligation for Tax-Related Items by withholding from the Optionee's compensation paid to the 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 the Optionee has become acquires to meet the withholding obligation for Tax-Related Items. Finally, the 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 the Optionee's participation in the Plan or the 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 the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares). If the Optionee is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, 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 honor the exercise and refuse to deliver the Shares or the proceeds issuable upon exercise of the sale of Shares, Options if the Optionee fails to comply with the 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 Items as described 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. this section. View More
Found in Talend SA 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
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 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 be issued at exercise of meet 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, Items. In addition, 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 or Optionee's purchase of Shares that cannot be satisfied by the means previously described. described, and if Optionee does not otherwise so pay the Company or the Employer, 4. 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 statutory rates or other applicable withholding 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 a number of Shares, for tax purposes, Optionee will be deemed to have been issued the full number of Shares subject to the Option, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related 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