Transferability Clause Example with 91 Variations from Business Contracts
This page contains Transferability 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.
Transferability. Except as otherwise provided in this Section 8, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and ...the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.View More
Variations of a "Transferability" Clause from Business Contracts
Transferability. Except as otherwise provided in this Section 8, your option is Unless the Committee provides otherwise, Options are not transferable, except transferable other than by will or by the laws of descent and distribution, distribution.7.Tax Related Items. a.Responsibility for Taxes. By accepting the Options, you acknowledge and is exercisable during agree that:i.regardless of any action taken by the Company or, if different, your life only employer (the "Employer"), you shall be ultimately responsibl...e for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the Plan and deemed by you. (a) Certain Trusts. Upon receiving written permission the Company or the Employer to be an appropriate charge to you ("Tax-Related Items");ii. your liability for Tax-Related Items may exceed the amount, if any, actually withheld by the Company or the Employer; iii. the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; iv. the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; andv. if you are 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, 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.Withholding Taxes. In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the -3-Exhibit 10.3Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by: i.withholding shares of Common Stock otherwise deliverable to you in connection with the exercise of the Options; orii.withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization) without further consent.Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum and maximum rates applicable in the relevant jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, you may seek a refund from the Board or its duly authorized designee, local tax authorities. In the event of under-withholding, you may transfer be required to pay any additional Tax-Related Items directy to the applicable tax authority or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the exercised Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Common Stock, or the proceeds of the sale of such shares, if you fail to comply with your option to a trust obligations in connection with the Tax-Related Items.c.Withholding Taxes for Section 16 Officers. Notwithstanding Section 7(b) above, if you are considered to be the sole beneficial owner (determined under Section 671 an officer for purposes of the Code Section 16 of the Exchange Act, you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 7(b)(i) and applicable state law) while the option is held (ii) above, unless otherwise set forth in the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer Appendix for your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. country. In the absence of such a designation, your executor an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with the exercise of the Options, as set forth in Section 7(b)(i), unless the use of such withholding method is problematic under applicable tax or administrator of your estate securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be entitled to exercise this option and receive, on behalf of your estate, satisfied by the Common Stock or other consideration resulting from such exercise. method set forth in Section 7(b)(ii) above. View More
Transferability. Except as otherwise provided in this Section 8, your option is Unless the Committee provides otherwise, Options are not transferable, except transferable other than by will or by the laws of descent and distribution, distribution.7.Tax Related Items. a.Responsibility for Taxes. By accepting the Options, you acknowledge and is exercisable during agree that:i.regardless of any action taken by the Company or, if different, your life only employer (the "Employer"), you shall be ultimately responsibl...e for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the Plan and deemed by you. (a) Certain Trusts. Upon receiving written permission the Company or the Employer to be an appropriate charge to you ("Tax-Related Items");ii.your liability for Tax-Related Items may exceed the amount, if any, actually withheld by the Company or the Employer; iii.the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; iv.the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; andv.if you are 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, 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.Withholding Taxes. Prior to the relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you 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: i.withholding shares of Common Stock otherwise deliverable to you in connection with the exercise of the Options; orii.withholding from proceeds of the Board sale of shares of Common Stock acquired at exercise of the Options, either through a voluntary sale or its duly authorized designee, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization) without further consent.Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in the relevant jurisdiction(s), in which case you may transfer receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the exercised Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. You agree to 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 your option participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to a trust issue or deliver the shares of Common Stock, or the proceeds of the sale of such shares, if you fail to comply with your obligations in connection with the Tax-Related Items.c.Withholding Taxes for Section 16 Officers. Notwithstanding Section 7(b) above, if you are considered to be the sole beneficial owner (determined under Section 671 an officer for purposes of the Code Section 16 of the Exchange Act, you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 7(b)(i) and applicable state law) while the option is held (ii) above, unless otherwise set forth in the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer Appendix for your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. country. In the absence of such a designation, your executor an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with the exercise of the Options, as set forth in Section 7(b)(i), unless the use of such withholding method is problematic under applicable tax or administrator of your estate securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be entitled to exercise this option and receive, on behalf of your estate, satisfied by the Common Stock or other consideration resulting from such exercise. method set forth in Section 7(b)(ii) above. View More
Transferability. Except as otherwise provided in this Section 8, your option is Unless the Committee provides otherwise, Options are not transferable, except transferable other than by will or by the laws of descent and distribution, distribution.7.TAX RELATED ITEMS. a.Responsibility for Taxes. By accepting the Options, you acknowledge and agree that:i.regardless of any action taken by the Company or, if different, your employer (the "Employer"), you shall be ultimately responsible for all income tax, social ins...urance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the Plan and deemed by the Company or the Employer to be an appropriate charge to you ("Tax-Related Items");ii.your liability for Tax-Related Items may exceed the amount actually withheld by the Company or the Employer; MARCH 2017 -4-iii.the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; iv.the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; andv.if you are 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, 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.Withholding Taxes. Prior to the relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you 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: i.withholding shares of Common Stock otherwise deliverable to you in connection with the exercise of the Options; orii.withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization) without further consent.If the obligation for Tax-Related Items is exercisable during satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the exercised Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. You agree to 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 your life only participation in the Plan that cannot be satisfied by you. (a) Certain Trusts. Upon receiving written permission from the Board means previously described. The Company may refuse to issue or its duly authorized designee, deliver the shares of Common Stock, or the proceeds of the sale of such shares, if you may transfer fail to comply with your option to a trust obligations in connection with the Tax-Related Items.c.Withholding Taxes for Section 16 Officers. Notwithstanding Section 7(b) above, if you are considered to be the sole beneficial owner (determined under Section 671 an officer for purposes of the Code Section 16 of the Exchange Act, you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 7(b)(i) and applicable state law) while the option is held (ii) above, unless otherwise set forth in the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer Appendix for your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. country. In the absence of such a designation, your executor an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with the exercise of the Options, as set forth in Section 7(b)(i), unless the use of such withholding method is problematic under applicable tax or administrator of your estate securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be entitled to exercise this option and receive, on behalf of your estate, satisfied by the Common Stock or other consideration resulting from such exercise. method set forth in Section 7(b)(ii) above. View More
Transferability. Except as otherwise provided in this Section 8, your option is Unless the Committee provides otherwise, Options are not transferable, except transferable other than by will or by the laws of descent and distribution, distribution.7.TAX RELATED ITEMS. a.Responsibility for Taxes. By accepting the Options, you acknowledge and agree that:i.regardless of any action taken by the Company or, if different, your employer (the "Employer"), you shall be ultimately responsible for all income tax, social ins...urance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the Plan and deemed by the Company or the Employer to be an appropriate charge to you ("Tax-Related Items");-3-ii.your liability for Tax-Related Items may exceed the amount actually withheld by the Company or the Employer; iii.the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; iv.the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; andv.if you are 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, 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.Withholding Taxes. Prior to the relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you 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: i.withholding shares of Common Stock otherwise deliverable to you in connection with the exercise of the Options; orii.withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization) without further consent.If the obligation for Tax-Related Items is exercisable during satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the exercised Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. You agree to 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 your life only participation in the Plan that cannot be satisfied by you. (a) Certain Trusts. Upon receiving written permission from the Board means previously described. The Company may refuse to issue or its duly authorized designee, deliver the shares of Common Stock, or the proceeds of the sale of such shares, if you may transfer fail to comply with your option to a trust obligations in connection with the Tax-Related Items.c.Withholding Taxes for Section 16 Officers. Notwithstanding Section 7(b) above, if you are considered to be the sole beneficial owner (determined under Section 671 an officer for purposes of the Code Section 16 of the Exchange Act, you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 7(b)(i) and applicable state law) while the option is held (ii) above, unless otherwise set forth in the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer Appendix for your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. country. In the absence of such a designation, your executor an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with the exercise of the Options, as set forth in Section 7(b)(i), unless the use of such withholding method is problematic under applicable tax or administrator of your estate securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be entitled to exercise this option and receive, on behalf of your estate, satisfied by the Common Stock or other consideration resulting from such exercise. method set forth in Section 7(b)(ii) above. View More
Transferability. Except as otherwise provided in this Section 8, your (a) Restrictions on Transfer. Your option is shall not transferable, be transferable except by will or by the laws of descent and distribution, distribution and is shall be exercisable during your life lifetime only by you. (a) Certain Trusts. Upon receiving written permission from you; provided, however, that the Board or may, in its duly authorized designee, sole discretion, permit you may to transfer your option to a trust if you are consid...ered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument such extent as permitted by Treasury Regulation 1.421-1(b)(2) that contains Section 260.140.41(c) of Title 10 of the information required by California Code of Regulations at the Company to effectuate time of the transfer. You are encouraged to discuss grant of the proposed terms of any division of this option and in a manner consistent with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If applicable tax and securities laws upon your request. Additionally, if your option is an Incentive Stock Option, the Board may permit you to transfer your option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice only to the Company, in a form approved extent permitted by Sections 421, 422 and 424 of the Company Code and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option regulations and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. guidance thereunder. View More
Transferability. Except as otherwise provided in this Section 8, 9, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You a...nd the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. 3 10. RESPONSIBILITY FOR TAXES. (a) You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the "Employer") the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer in its discretion to be an appropriate charge to you even if legally applicable to the Company or the Employer ("Tax-Related Items") is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. Further, if you are 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, you acknowledge 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, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations, if any, with regard to Tax-Related Items by (i) withholding from proceeds of the sale of 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 your behalf pursuant to this authorization without further consent); (ii) withholding in shares of Common Stock to be issued at exercise of the option; or (iii) withholding from your salary or other compensation paid to you by the Company, the Employer or any other Affiliate. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you will 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 shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the exercised option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. (c) Finally, you agree to 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 your 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 of Common Stock if you fail to comply with your obligations in connection with the Tax-Related Items. View More
Transferability. Except as otherwise provided in this Section 8, your (a) Restrictions on Transfer. Your option is shall not transferable, be transferable except by will or by the laws of descent and distribution, distribution and is shall be exercisable during your life lifetime only by you. (a) Certain Trusts. Upon receiving written permission from you; provided, however, that the Board or may, in its duly authorized designee, sole discretion, permit you may to transfer your option to a trust if you are consid...ered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument such extent as permitted by Treasury Regulation 1.421-1(b)(2) that contains Section 260.140.41(d) of Title 10 of the information required by California Code of Regulations at the Company to effectuate time of the transfer. You are encouraged to discuss grant of the proposed terms of any division of this option and in a manner consistent with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If applicable tax and securities laws upon your request. Additionally, if your option is an Incentive Stock Option, the Board may permit you to transfer your option only to the extent permitted by Sections 421, 422 and 424 of the Code and the regulations and other guidance thereunder. (b) Domestic Relations Orders. Notwithstanding the foregoing, your option may be transferred pursuant to a domestic relations order; provided, however, that if your option is an Incentive Stock Option, your option shall be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.View More
Transferability. Except as otherwise provided in this Section 8, your (a) Restrictions on Transfer. Your option is shall not transferable, be transferable except by will or by the laws of descent and distribution, distribution and is shall be exercisable during your life lifetime only by you. (a) Certain Trusts. Upon receiving written permission from you; provided, however, that the Company's Board or of Directors (the "Board") may, in its duly authorized designee, sole discretion, permit you may to transfer you...r option to in a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code manner consistent with applicable tax and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. securities laws upon your request. (b) Domestic Relations Orders. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer foregoing, your option may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. order. (c) Beneficiary Designation. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, foregoing, you may, by delivering written notice to the Company, in a form approved provided by or otherwise satisfactory to the Company and any broker designated by the Company to handle option exercises, Company, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. option. View More
Transferability. Except as otherwise provided in this Section 8, your option is (a) Restrictions on Transfer. Your Option shall not transferable, be transferable except by will or by the laws of descent and distribution, distribution and is shall be exercisable during your life lifetime only by you. (a) Certain Trusts. Upon receiving written permission from you; provided, however, that the Board or may, in its duly authorized designee, sole discretion, permit you may to transfer your option to Option in a trust ...if you are considered to be the sole beneficial owner (determined under Section 671 of the Code manner consistent with applicable tax and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. securities laws upon your request. (b) Domestic Relations Orders. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you foregoing, your Option may transfer your option be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument order. 3 To be included as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. applicable. (c) Beneficiary Designation. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, foregoing, you may, by delivering written notice to the Company, in a form approved provided by or otherwise satisfactory to the Company and any broker designated by the Company to handle option exercises, Company, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. Option. View More
Transferability. Except as otherwise provided in this Section 8, your Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving Notwithstanding the foregoing, by delivering written permission from notice to the Board or its duly authorized designee, Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exer...cise your option. In addition, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You trust, provided that you and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board 6 10. Option not a Service Contract. Your option is not an employment or its duly authorized designee, service contract, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer nothing in your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may shall be deemed to be a Nonstatutory Stock Option create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board Director or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by Consultant for the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. an Affiliate. View More
