Term of Options Clause Example with 10 Variations from Business Contracts
This page contains Term of Options 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.
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. 4 9. Tax Obligations. (a)Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements appli...cable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 Participant 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 Participant. Participant 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. Participant 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, Participant shall be solely responsible for Participant's costs related to such a determination.View More
Variations of a "Term of Options" Clause from Business Contracts
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such the term only in accordance with the Plan and the terms of this Option. 2020 Stock Option Agreement. 4 9. Agreement2 7. Tax Obligations. (a)Tax Withholding. Participant (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) arrange for the satisfaction of all Federal, stat...e, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein Optionee is an ISO, Incentive Stock Option ("ISO"), and if Participant Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, Grant Date, or (ii) the date one (1) year after the date of exercise, Participant shall the Optionee must immediately notify the Company of the disposition in writing of such disposition. Participant writing. Optionee agrees that Participant Optionee may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code the Optionee. (c) Code Section 409A. Under Code Section section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 Grant Date (a "discount option") may be considered "deferred compensation." deferred compensation. An Option that is a "discount option" discount option may result in (i) income recognition by Participant the 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 Participant. Participant Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant Grant Date in a later examination. Participant 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, Participant shall Grant Date, Optionee will be solely responsible for Participant's costs related to such a determination. any and all resulting tax consequences. View More
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such the term only in accordance with the Plan and the terms of this Option. 2019 Stock Option Agreement. 4 9. Agreement0 7. Tax Obligations. (a)Tax Withholding. Participant (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) arrange for the satisfaction of all Federal, stat...e, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein Optionee is an ISO, Incentive Stock Option ("ISO"), and if Participant Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, Grant Date, or (ii) the date one (1) year after the date of exercise, Participant shall the Optionee must immediately notify the Company of the disposition in writing of such disposition. Participant writing. Optionee agrees that Participant Optionee may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code the Optionee. (c) Code Section 409A. Under Code Section section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 Grant Date (a "discount option") may be considered "deferred compensation." deferred compensation. An Option that is a "discount option" discount option may result in (i) income recognition by Participant the 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 Participant. Participant Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant Grant Date in a later examination. Participant 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, Participant shall Grant Date, Optionee will be solely responsible for Participant's costs related to such a determination. any and all resulting tax consequences. View More
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such the term only in accordance with the Plan and the terms of this Option. 2019 Stock Option Agreement. 4 9. Agreement1 7. Tax Obligations. (a)Tax Withholding. Participant (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) arrange for the satisfaction of all Federal, stat...e, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein Optionee is an ISO, Incentive Stock Option ("ISO"), and if Participant Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, Grant Date, or (ii) the date one (1) year after the date of exercise, Participant shall the Optionee must immediately notify the Company of the disposition in writing of such disposition. Participant writing. Optionee agrees that Participant Optionee may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code the Optionee. (c) Code Section 409A. Under Code Section section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 Grant Date (a "discount option") may be considered "deferred compensation." deferred compensation. An Option that is a "discount option" discount option may result in (i) income recognition by Participant the 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 Participant. Participant Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant Grant Date in a later examination. Participant 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, Participant shall Grant Date, Optionee will be solely responsible for Participant's costs related to such a determination. any and all resulting tax consequences. View More
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such the term only in accordance with the Plan and the terms of this Option. 2019 Stock Option Agreement. 4 9. Agreement2 7. Tax Obligations. (a)Tax Withholding. Participant (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) arrange for the satisfaction of all Federal, stat...e, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein Optionee is an ISO, Incentive Stock Option ("ISO"), and if Participant Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, Grant Date, or (ii) the date one (1) year after the date of exercise, Participant shall the Optionee must immediately notify the Company of the disposition in writing of such disposition. Participant writing. Optionee agrees that Participant Optionee may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code the Optionee. (c) Code Section 409A. Under Code Section section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 Grant Date (a "discount option") may be considered "deferred compensation." deferred compensation. An Option that is a "discount option" discount option may result in (i) income recognition by Participant the 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 Participant. Participant Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant Grant Date in a later examination. Participant 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, Participant shall Grant Date, Optionee will be solely responsible for Participant's costs related to such a determination. any and all resulting tax consequences. View More
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such the term only in accordance with the Plan and the terms of this Option Agreement. Option. 4 9. 7. Tax Obligations. (a)Tax Withholding. Participant (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) arrange for the satisfaction of all Federal, state, local and foreign i...ncome and employment tax withholding requirements applicable to the Option exercise. Participant Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein Optionee is an ISO, Incentive Stock Option ("ISO"), and if Participant Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, Grant Date, or (ii) the date one (1) year after the date of exercise, Participant shall the Optionee must immediately notify the Company of the disposition in writing of such disposition. Participant writing. Optionee agrees that Participant Optionee may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code the Optionee. (c) Code Section 409A. Under Code Section section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 Grant Date (a "discount option") may be considered "deferred compensation." deferred compensation. An Option that is a "discount option" discount option may result in (i) income recognition by Participant the 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 Participant. Participant Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant Grant Date in a later examination. Participant 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, Participant shall Grant Date, Optionee will be solely responsible for Participant's costs related to such a determination. any and all resulting tax consequences. View More
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such the term only in accordance with the Plan and the terms of this Option Agreement. 4 Option. -5- 9. Tax Obligations. (a)Tax Withholding. Participant (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) arrange for the satisfaction of all Federal, state, local and foreign ...income and employment tax withholding requirements applicable to the Option exercise. Participant Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein Optionee is an ISO, and if Participant Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, Grant Date, or (ii) the date one (1) year after the date of exercise, Participant shall the Optionee must immediately notify the Company of the disposition in writing of such disposition. Participant writing. Optionee agrees that Participant Optionee may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code the Optionee. (c) Code Section 409A. Under Code Section section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 Grant Date (a "discount option") may be considered "deferred compensation." deferred compensation. An Option that is a "discount option" discount option may result in (i) income recognition by Participant the 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 Participant. Participant Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant Grant Date in a later examination. Participant 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, Participant shall Grant Date, Optionee will be solely responsible for Participant's costs related to such a determination. any and all resulting tax consequences. View More
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. Stock Option Agreement. 4 Agreement – Standard 9. Tax Obligations. (a)Tax Withholding. Participant (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) Optionee) for the satisfaction of all Federal, fede...ral, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant Optionee herein is an ISO, and if Participant Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) (1) the date two (2) years after the Date of Grant, Grant or (ii) (2) the date one (1) year after the date of exercise, Participant the Optionee shall immediately notify the Company in writing of such disposition. Participant Optionee agrees that Participant Optionee may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code the Optionee. (i) Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 fair market value of a Share on the date of grant (a "discount option") may be is considered "deferred compensation." An Option that is a "discount option" may result in (i) income recognition by Participant the Optionee prior to the exercise of the Option, Option (when the Option vests), (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 Participant. Participant Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree determine that the per Share exercise price of this Option equals or exceeds the Fair Market Value fair market value of a Share on the date of grant in a later examination. Participant grant. 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 fair market value of a Share on the date of grant, Participant shall Optionee will be solely responsible responsibly for Participant's any of costs related to such a determination. View More
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. 4 9. 8. Tax Obligations. (a)Tax (a) Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding require...ments applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code (c) Code Section 409A. Under Notwithstanding any provision of the Plan or this Option Agreement to the contrary, this Option is intended to be exempt from Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 Participant 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 Participant. Participant acknowledges 409A; provided, that the Company cannot and has does not guaranteed guarantee to Participant any particular tax treatment of the Option. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that the IRS will agree that the per Share exercise price of this Option equals may be imposed on Participant by Code Section 409A or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted any damages for failing to comply with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant's costs related to such a determination. Code Section 409A. View More
Term of Options. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. 4 9. Tax Agreement.9.Tax Obligations. (a)Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding re...quirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. (b)Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (c)Code Section 409A. Under Code Section 409A, an Option a stock right (such as the Option) that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share share exercise price that is determined by the Internal Revenue Service (the "IRS") to be less than the Fair Market Value fair market value of a Share an underlying share on the date of grant (a "discount option") stock right") may be considered "deferred compensation." An Option A stock right that is a "discount option" stock right" may result in (i) income recognition by Participant the recipient of the stock right prior to the exercise of the Option, stock right, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The "discount option" stock right" may also result in additional state income, penalty and interest tax to the Participant. recipient of the stock right. Participant 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 fair market value of a Share on the date of grant in a later examination. Participant 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 fair market value of a Share on the date of grant, Participant shall be solely responsible for Participant's costs related to such a determination. determination.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 Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of California.11.No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below. View More
Term of Options. This The Option may be exercised only within shall in any event expire on the term expiration date set out forth in the Notice of Stock Option Grant, Grant Notice, and may be exercised during such term prior to the expiration date only in accordance with the Plan and the terms of this Option Agreement. 4 9. -3- 8. Tax Obligations. (a)Tax (a) Tax Withholding. The Participant agrees to shall make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining the Part...icipant) for the satisfaction of all U.S. Federal, state, local and foreign non-U.S. income and employment tax withholding requirements applicable to the Option exercise. The Participant acknowledges hereby acknowledges, understands and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such the withholding amounts are not delivered at the time of exercise. (b)Notice (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to the Participant herein is designated as an ISO, Incentive Stock Option, and if the Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO Incentive Stock Option on or before the later of (i) (1) the date two (2) years after the Date of Grant, or (ii) Grant and (2) the date one (1) year after the date of exercise, the Participant shall 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 Participant. (c)Code the Participant in connection with the exercise of the Option. (c) Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) 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 fair market value of a Share on the date of grant (a "discount option") may be considered "deferred compensation." compensation". An Option that is a "discount option" may result in (i) income recognition by the Participant 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 Participant. Participant 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 fair market value of a Share on the date of grant in a later examination. Participant 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 fair market value of a Share on the date of grant, Participant shall will be solely responsible for Participant's costs related to such a determination. View More
