Taxes Clause Example with 19 Variations from Business Contracts
This page contains Taxes 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.
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, or disposition of, the RSUs. 1 (a) Representations. The Participant has reviewed with the Participant's tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying solely on such advi...sors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will be responsible for the Participant's tax liability that may arise as a result of the Participant receiving this Award Agreement and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The Participant will make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A.View More
Variations of a "Taxes" Clause from Business Contracts
Taxes. The Participant hereby acknowledges and understands that he or she Participant may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, purchase or disposition of, of the RSUs. 1 (a) Representations. The Shares. Participant represents that Participant has reviewed consulted with any tax consultants Participant deems advisable in connection with the Participant's purchase or disposition of the Shares and that Participant is not relying on the Company for any ta...x advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The advice. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will shall be responsible for the Participant's tax liability that may arise as a result of the Participant receiving transactions contemplated by this Award Agreement and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The Participant will make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A.View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, or disposition of, the RSUs. 1 (a) Representations. The Tax Representation. Participant has reviewed with the Participant's own tax advisors the federal, state, local and foreign tax consequences of this Award Agreement investment and the RSUs granted hereunder, including any U.S. federal, state transactions contemplated by the Grant Noti...ce and local tax laws, and any other applicable taxing jurisdiction. The this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will shall be responsible for the Participant's tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. Participant receiving this Award Agreement and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The understands that Participant will make appropriate arrangements with the Company recognize ordinary income for the satisfaction of all U.S. federal, state, local and non-U.S. federal income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with purposes under Section 3. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A 83 of the Code ("Section 409A") because there is no deferral arrangement. as and when the Forfeiture Restriction lapses. Participant understands that Participant may elect to be taxed for federal income tax purposes at the time the Shares are issued to Participant rather than as and when the Forfeiture Restriction lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty days from the date of purchase. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), AND THE COMPANY AND ITS REPRESENTATIVES SHALL HAVE NO OBLIGATION OR AUTHORITY TO MAKE THIS FILING ON PARTICIPANT'S BEHALF. (b) Tax Withholding. Notwithstanding any other provision in the Plan or this Award Agreement anything to the contrary, contrary in this Agreement, the Committee has the right, in its sole discretion, Company shall be entitled to adopt such amendments require payment of any sums required by federal, state and local income and employment, social security or payroll tax law to be withheld with respect to the Plan issuance, lapsing of restrictions on or sale of the Shares. The Company may withhold or the Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any withholding taxes arising in connection with the vesting of the Shares, and with the consent of the Administrator, by requesting that the Company withhold a net number of vested Shares otherwise deliverable pursuant to this Award Agreement having a then A-3 current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company based on the minimum applicable statutory withholding rates for federal, state and local income tax and payroll tax purposes; (iv) with respect to any withholding taxes arising in connection with the vesting of the Shares, and with the consent of the Administrator, by tendering vested shares of Common Stock owned by Participant having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company based on the minimum applicable statutory withholding rates for federal, state and local income tax and payroll tax purposes; or take (v) in any combination of the foregoing. In the event Participant fails to provide timely payment of all sums required pursuant to this Section 5(b), the Company shall have the right and option, but not the obligation, to treat such other actions (including amendments failure as an election by Participant to satisfy all or any portion of Participant's required payment obligation pursuant to Section 5(b)(ii) or (iii) above. The Company shall not be obligated to deliver any share certificate representing vested Shares to Participant or Participant's legal representative, or, if the Shares are held in book entry form, to remove the notations on the book form, unless and actions with retroactive effect) as until Participant or Participant's legal representative shall have paid or otherwise satisfied in full the Committee determines are necessary amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from the issuance, lapsing of restrictions on or appropriate for sale of the RSUs to comply with Section 409A. Shares. View More
Taxes. The (a) Tax Consequences of Award. Participant hereby acknowledges and understands that he or she Participant may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, in or disposition of, of the RSUs. 1 (a) Representations. The Shares. Participant represents that Participant has reviewed consulted with any tax consultants Participant deems advisable in connection with the Participant's receipt of the Shares and that Participant is not relying on the Company f...or any tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The advice. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will shall be responsible for the Participant's tax liability that may arise as a result of the transactions contemplated by this Agreement. (b) Section 83(b) Election for Unreleased Shares. Participant receiving this Award Agreement acknowledges that, unless an election is filed by Participant with the Internal Revenue Service and, if necessary, the proper A-3 state taxing authorities, within thirty days of the receipt of the Unreleased Shares, electing pursuant to Section 83(b) of the Code (and similar state tax provisions if applicable) to be taxed currently on their Fair Market Value on the date of issuance, there will be a recognition of taxable income to the Participant equal to the Fair Market Value of the Unreleased Shares at the time the Forfeiture Restriction lapses. Participant represents that Participant has consulted any tax consultant(s) Participant deems advisable in connection with the purchase of the Shares or the filing of the election under Section 83(b) of the Code and similar tax provisions. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE THE ELECTION UNDER SECTION 83(B) OF THE CODE, AND THE COMPANY AND ITS REPRESENTATIVES SHALL HAVE NO OBLIGATION OR AUTHORITY TO MAKE THIS FILING ON PARTICIPANT'S BEHALF. (b) Tax Withholding. The Company shall have the authority and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The right to deduct or withhold, or require Participant will make appropriate arrangements with to remit to the Company for the satisfaction of all U.S. Company, an amount sufficient to satisfy federal, state, local and non-U.S. income and foreign taxes (including Participant's employment tax withholding requirements applicable obligation) required by Applicable Law to be withheld with respect to any RSUs that settle in taxable event concerning Participant arising as a result of the grant or vesting of the Shares in accordance with Section 3. The Committee has or otherwise under this Agreement, including, without limitation, the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of deduct such amounts from other compensation payable to Participant by the Participant satisfying his or her obligations under this Section 4(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. Company. View More
Taxes. The (a) Tax Consequences of Award. Participant hereby acknowledges and understands that he or she Participant may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, in or disposition of, of the RSUs. 1 (a) Representations. The Shares. Participant represents that Participant has reviewed consulted with any tax consultants Participant deems advisable in connection with the Participant's receipt of the Shares and that Participant is not relying on the Company f...or any tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The advice. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will shall be responsible for the Participant's tax liability that may arise as a result of the transactions contemplated by this Agreement. (b) Section 83(b) Election for Unreleased Shares. Participant receiving this Award Agreement acknowledges that, unless an election is filed by Participant with the Internal Revenue Service and, if necessary, the proper state taxing authorities, within thirty days of the receipt of the Unreleased Shares, electing pursuant to Section 83(b) of the Code (and similar state tax provisions if applicable) to be taxed currently on their Fair Market Value on the date of issuance, there will be a recognition of taxable income to the Participant equal to the Fair Market Value of the Unreleased Shares at the time the Forfeiture Restriction lapses. Participant represents that Participant has consulted any tax consultant(s) Participant deems advisable in connection with the purchase of the Shares or the filing of the election under Section 83(b) of the Code and similar tax provisions. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE THE ELECTION UNDER SECTION 83(B) OF THE CODE, AND THE COMPANY AND ITS REPRESENTATIVES SHALL HAVE NO OBLIGATION OR AUTHORITY TO MAKE THIS FILING ON PARTICIPANT'S BEHALF. (c) Tax Withholding. The Company shall have the authority and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The right to deduct or withhold, or require Participant will make appropriate arrangements with to remit to the Company for the satisfaction of all U.S. Company, an amount sufficient to satisfy federal, state, local and non-U.S. income and foreign taxes (including Participant's employment tax withholding requirements applicable obligation) required by Applicable Law to be withheld with respect to any RSUs that settle in taxable event concerning Participant arising as a result of the grant or vesting of the Shares in accordance with Section 3. The Committee has or otherwise under this Agreement, including, without limitation, the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of deduct such amounts from other compensation payable to Participant by the Participant satisfying his or her obligations under this Section 4(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. Company. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of (or purchase of), vesting in, or disposition of, the Covered Shares. The Participant hereby represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the purchase, vesting, or disposition of the Covered Shares and that the Participant is not relying on the Company for any tax advice. In t...he event the Company determines that it has a tax withholding obligation in connection with Participant's purchase of, vesting in, or disposition of, the RSUs. 1 Covered Shares, the Participant agrees to make appropriate arrangements with the Company or Affiliate for the satisfaction of such withholding. The Participant consents to the Company or Affiliate satisfying any withholding obligation by withholding from other compensation due to the Participant in the event such satisfactory arrangements are not made. (a) Representations. The Participant has reviewed with the Participant's his own tax advisors the tax consequences of this Award Agreement investment and the RSUs granted hereunder, transactions contemplated by this Award Agreement, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant he or she (and not the Company) will shall be responsible for the Participant's his or her own tax 2 liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement. (b) Section 83(b) Election. The Participant hereby acknowledges that he or she has been informed that if he or she makes a timely election (the "Election") pursuant to Section 83(b) of the Code to be taxed currently on any difference between the Fair Market Value of the Covered Shares and any purchase price paid, this will result in a recognition of taxable income to the Participant receiving on the date the Covered Shares were granted. Absent such an Election, taxable income will be measured and recognized by the Participant at the time or times on which the Covered Shares become vested. The Participant is strongly encouraged to seek the advice of his or her own tax consultants in connection with the Covered Shares granted pursuant to the Plan and this Award Agreement Agreement, and the RSUs granted hereunder. (b) advisability of filing the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit B. THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S OR ANY AFFILIATE TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY, AFFILIATE OR THEIR REPRESENTATIVE TO MAKE THIS FILING ON THE PARTICIPANT'S BEHALF. (c) Payment of Withholding Taxes. The In the event the Company determines that it has a tax withholding obligation in connection with Participant's purchase of, vesting in, or disposition of, the Covered Shares, the Participant will agrees to make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax such withholding. The Participant consents to the Company satisfying any withholding requirements applicable obligation by withholding from other compensation due to any RSUs that settle in Shares in accordance with Section 3. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement event such satisfactory arrangements are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. not made. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, of (or purchase of), vesting in, or disposition of, the RSUs. 1 Covered Shares. (a) Representations. The Participant has reviewed with the Participant's his or her own tax advisors the tax consequences of this Award Agreement and the RSUs Covered Shares granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable ...taxing jurisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant he or she (and not the Company) will shall be responsible for the Participant's his or her own tax liability that may arise as a result of the Participant his or her receiving this Award Agreement and the RSUs Covered Shares granted hereunder. 3 (b) Section 83(b) Election. The Participant hereby acknowledges that he or she has been informed that if he or she makes a timely election (the "Election") pursuant to Section 83(b) of the Code to be taxed currently on any difference between the Fair Market Value of the Covered Shares and any purchase price paid, this will result in a recognition of taxable income to the Participant on the date the Covered Shares were granted. Absent such an Election, taxable income will be measured and recognized by the Participant at the time or times on which the Covered Shares become vested. The Participant is strongly encouraged to seek the advice of his or her own tax consultants in connection with the Covered Shares granted pursuant to the Plan and this Award Agreement, and the advisability of filing the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit B. THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S OR ANY AFFILIATE TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY, AFFILIATE OR THEIR REPRESENTATIVE TO MAKE THIS FILING ON THE PARTICIPANT'S BEHALF. (c) Payment of Withholding Taxes. The Participant will shall make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. Covered Shares. The Committee has shall have the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). 7(c). The Participant hereby acknowledges his or her understanding that the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 7(c). Therefore, a failure of the Participant to reasonably satisfy this Section 4 7 in accordance with the Committee's sole and absolute discretion will shall result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will 7(c) shall be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A.View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, of (or purchase of), vesting in, or disposition of, the RSUs. 1 Covered Shares. (a) Representations. The Participant has reviewed with the Participant's his or her own tax advisors the tax consequences of this Award Agreement and the RSUs Covered Shares granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable ...taxing jurisdiction. The Participant is relying solely on such advisors and not on any statements or 2 representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant he or she (and not the Company) will shall be responsible for the Participant's his or her own tax liability that may arise as a result of the Participant his or her receiving this Award Agreement and the RSUs Covered Shares granted hereunder. (b) Section 83(b) Election. The Participant hereby acknowledges that he or she has been informed that if he or she makes a timely election (the "Election") pursuant to Section 83(b) of the Code to be taxed currently on any difference between the Fair Market Value of the Covered Shares and any purchase price paid, this will result in a recognition of taxable income to the Participant on the date the Covered Shares were granted. Absent such an Election, taxable income will be measured and recognized by the Participant at the time or times on which the Covered Shares become vested. The Participant is strongly encouraged to seek the advice of his or her own tax consultants in connection with the Covered Shares granted pursuant to the Plan and this Award Agreement, and the advisability of filing the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit B. THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S OR ANY AFFILIATE TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY, AFFILIATE OR THEIR REPRESENTATIVE TO MAKE THIS FILING ON THE PARTICIPANT'S BEHALF. (c) Payment of Withholding Taxes. The Participant will shall make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. Covered Shares. The Committee has shall have the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). 7(c). The Participant hereby acknowledges his or her understanding that the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 7(c). Therefore, a failure of the Participant to reasonably satisfy this Section 4 7 in accordance with the Committee's sole and absolute discretion will shall result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will 7(c) shall be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A.View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, exercise of the Option or disposition of, of the RSUs. 1 Optioned Shares. (a) Representations. The Participant has reviewed with the Participant's tax advisors the tax consequences of this Award Agreement and the RSUs Optioned Shares granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing j...urisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will be responsible for the Participant's tax liability that may arise as a result of the Participant receiving this Award Agreement and the RSUs Optioned Shares granted hereunder. (b) Payment of Withholding Taxes. The Participant will make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. the Option exercise. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). 7(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 7(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 7 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) 7 will be deemed to be a material breach of this Award Agreement. (c) No Application Notice of Disqualifying Disposition of Shares. If the Option granted to the Participant herein is designated as an Incentive Stock Option, and if the Participant sells or otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the later of: (i) the date two years after the Date of Grant and (ii) the date one year after the date of exercise, the Participant will immediately notify the Company in writing of such disposition. The Participant hereby acknowledges and agrees that the Participant may be subject to income tax withholding by the Company on the compensation income recognized by the Participant in connection with the exercise of the Option. 3 8. Adjustment of Shares. In the event of any transaction described in Section 409A. The RSUs 15(a) of the Plan, the terms of the Option (including, without limitation, the number and this kind of the Optioned Shares and the Exercise Price) may be adjusted as set forth therein. This Award Agreement are intended to avoid in no way affects the application of Section 409A right of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer any other provision in the Plan part of its business or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. assets. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, exercise of the Option or disposition of, of the RSUs. 1 Optioned Shares. (a) Representations. The Participant has reviewed with the Participant's his or her own tax advisors the tax consequences of this Award Agreement and the RSUs Optioned Shares granted hereunder, including any U.S. federal, state and local tax laws, and any other appl...icable taxing jurisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant he or she (and not the Company) will shall be responsible for the Participant's his or her own tax liability that may arise as a result of the Participant his or her receiving this Award Agreement and the RSUs Optioned Shares granted hereunder. (b) Payment of Withholding Taxes. The Participant will shall make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. the Option exercise. The Committee has shall have the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). 8(b). The Participant hereby acknowledges his or her understanding that the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 8(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 8 in accordance with the Committee's sole and absolute discretion will shall result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will 8 shall be deemed to be a material breach of this Award Agreement. (c) No Application Notice of Section 409A. The RSUs Disqualifying Disposition of Shares. If the Option granted to the Participant herein is designated as an Incentive Stock Option, and this Award Agreement are intended to avoid if the application Participant sells or otherwise disposes of Section 409A any of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement Shares acquired pursuant to the contrary, Incentive Stock Option on or before the Committee has later of: (i) the right, date two years after the Date of Grant and (ii) the date one year after the date of exercise, the Participant shall immediately notify the Company in its sole discretion, writing of such disposition. The Participant hereby acknowledges and agrees that the Participant may be subject to adopt such amendments to income tax withholding by the Plan or this Award Agreement or take such other actions (including amendments and actions Company on the compensation income recognized by the Participant in connection with retroactive effect) as the Committee determines are necessary or appropriate for exercise of the RSUs to comply with Section 409A. Option. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, exercise of the Option or disposition of, of the RSUs. 1 Optioned Shares. (a) Representations. The Participant has reviewed with the Participant's tax advisors the tax consequences of this Award Agreement and the RSUs Optioned Shares granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing j...urisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will be responsible for the Participant's tax liability that may arise as a result of the Participant receiving this Award Agreement and the RSUs Optioned Shares granted hereunder. (b) Payment of Withholding Taxes. The Participant will make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. the Option exercise. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). 7(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. 7(b). View More
