Common use of Joint Election Clause in Contracts

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUs, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) which may be payable by Sun and/or the Employer in connection with the RSUs and any event giving rise to Tax-Related Items. To accomplish the foregoing, you agree to execute the following joint election with Sun (the “Election”), the form of such Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer’s Liability to you. You further agree to execute such other joint elections as may be required between yourself and any successor to Sun and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Employer may collect the Employer’s Liability by any of the means set forth in the Withholding Taxes section of the Award Agreement. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident in the UK on the date of grant of the restricted stock units (the “RSUs”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into the Election, the RSUs will be worthless, as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUs. By entering into the Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARY

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Sun Microsystems, Inc.), Restricted Stock Unit Agreement (Sun Microsystems, Inc.), Restricted Stock Unit Agreement (Sun Microsystems, Inc.)

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Joint Election. As a condition of your participation in the Plan and the vesting exercise of the RSUsOption, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) which may be payable by Sun and/or the Employer in connection with the RSUs Option and any event giving rise to Tax-Related Items. To accomplish the foregoing, you agree to execute the following joint election with Sun (the “Election”), the form of such Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer’s Liability to you. You further agree to execute such other joint elections as may be required between yourself and any successor to Sun and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs Option will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Employer may collect the Employer’s Liability by any of the means set forth in the Withholding Taxes section of the Award Agreement. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident in the UK on the date of grant of the restricted stock units (the “RSUs”)Option, you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs Option granted to you, or in connection with future restricted stock units options granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into the Election, the RSUs Option will be worthless, as (under the terms of the Award Agreement), you will not be able to vest in exercise the RSUs Option or receive any benefit in connection with the RSUsOption. By entering into the Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting exercise of the RSUs Option (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs Option will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara0000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, CA 95054 U.S.A. XX 00000 X.X.X. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Non-Qualified Stock Units Options for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARY

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Sun Microsystems, Inc.), Non Qualified Stock Option Agreement (Sun Microsystems, Inc.)

Joint Election. As If Participant is a condition of your participation tax resident in the Plan and UK, the vesting of the RSUs, you agree Restricted Stock Unit grant is conditional upon Participant’s agreement to accept any liability for any secondary Class 1 national insurance contributions (the “Employer’s Liability”) which may be payable by Sun and/or the Employer in connection with the RSUs and any event giving rise to Tax-Related Itemstax liability in relation to the Restricted Stock Units (“Employer NICs”). To accomplish The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 7 of the Award Agreement. Without prejudice to the foregoing, you agree Participant agrees to execute the following enter into a joint election with Sun the Company or the Employer (the a Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer’s Liability Employer NICs to youParticipant. You Participant further agree agrees to execute enter into such other joint elections as may be required between yourself and by any successor to Sun the Company and/or the EmployerEmployer for the purpose of continuing the effectiveness of Participant’s Joint Election. If you do Participant does not enter into the Joint Election when you accept prior to vesting in the Award AgreementRestricted Stock Units, or if approval of the Joint Election is revoked at any time withdrawn by HMRCHMRC and a new Joint Election is not entered into, the RSUs will cease vesting and Restricted Stock Units shall become null and void, void and no shares of Stock will may not be acquired under the Plansettled, without any liability to Sunthe Company or its Subsidiaries. Participant must enter into the Joint Election attached to this Exhibit B, concurrent with the Employer and/or any Affiliate. You further agree that Sun and/or the Employer may collect the Employer’s Liability by any execution or electronic acceptance of the means set forth in the Withholding Taxes section of the this Award Agreement, or at such subsequent time as may be designated by the Company. SUN MICROSYSTEMSAMBARELLA, INC. 2007 OMNIBUS 2021 EQUITY INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs Onscreen disclaimer If you are resident and ordinarily resident Participant is liable for National Insurance contributions (“NICs”) in the UK on United Kingdom (“UK”) in connection with Participant’s participation in the date of grant of the restricted stock units Ambarella, Inc. 2021 Equity Incentive Plan (the “RSUsPlan”), you are Participant is required to enter into a joint election an Election to transfer to you Participant any liability for employer national insurance contributions (the “Employeremployer’s Liability”) NICs that may arise in connection with the RSUs granted to you, his or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into the Election, the RSUs will be worthless, as (under the terms of the Award Agreement), you will not be able to vest her participation in the RSUs or receive any benefit in connection with Plan. Clicking on the RSUs. By entering into the Election: • you agree that any Employer[“ACCEPT”] box indicates Participant’s Liability that may arise in connection with or pursuant to the vesting acceptance of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of Participant should read the “Important Note on the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in to Transfer Employer NICs” before accepting the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYElection.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Ambarella Inc), Restricted Stock Unit Agreement (Ambarella Inc)

Joint Election. As a condition of your participation in the Plan and the vesting exercise of the RSUsOption, you agree Participant agrees to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) which may be payable by Sun the Company and/or the Employer in connection with the RSUs Option and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you agree Participant agrees to execute the following a joint election with Sun (the “Election”)Company, the form of such Election joint election being formally approved by Her Majesty’s Revenue & Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required to accomplish the transfer of the Employer’s Liability to youelection. You Participant further agree agrees to execute such other joint elections as may be required between yourself him or her and any successor to Sun the Company and/or the Employer. Participant further agrees that the Company and/or the Employer may collect the Employer NICs from him or her by any of the means set forth in Section F of the Agreement. If you do Participant does not enter into a Joint Election prior to exercise of the Option, he or she will not be entitled to exercise the Option unless and until he or she enters into a Joint Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock Shares will be acquired issued to Participant under the Plan, without any liability to Sunthe Company and/or the Employer. Tax Obligations/Withholding Authorization This section supplements Section F of the Award Agreement. If payment or withholding of the Tax-Related Items (including the Employer NICs) is not made within ninety (90) days of the event giving rise to the Tax-Related Items or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the Employer and/or amount of any Affiliateuncollected Tax-Related Items shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. You further agree Participant agrees that Sun and/or the loan will bear interest at the then-current official rate of HMRC, it shall be immediately due and repayable, and the Company or the Employer may collect the Employer’s Liability recover it at any time thereafter by any of the means set forth referred to in the Withholding Taxes section Section F of the Award Agreement. SUN MICROSYSTEMSNotwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), he or she shall not be eligible for a loan from the Company to cover the Tax-Related Items. In the event that Participant is a director or executive officer and Tax-Related Items are not collected from or paid by him or her by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to Participant on which additional income tax and NICs (including the Employer NICs) will be payable. Participant will be responsible for reporting any income tax and NICs (including the Employer NICs) due on this additional benefit directly to HMRC under the self-assessment regime. In addition, the Participant agrees that the Company and/or the Employer may calculate the Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Participant may have to recover any overpayment from the relevant tax authorities. EXHIBIT B ARUBA NETWORKS, INC. 2007 OMNIBUS EQUITY INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident in the UK on the date of grant of the restricted stock units (the “RSUs”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, or in connection with future restricted stock units granted to you, by Sun MicrosystemsEXERCISE NOTICE Aruba Networks, Inc. (“Sun”) under the Sun Microsystems0000 Xxxxxxxx Xxx. Sunnyvale, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into the Election, the RSUs will be worthless, as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUs. By entering into the ElectionCA 94089-1113 Attention: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYAdministration

Appears in 2 contracts

Samples: Incentive Plan Stock Option Award Agreement (Aruba Networks, Inc.), Incentive Plan Stock Option Award Agreement (Aruba Networks, Inc.)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPerformance Stock Units, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs Performance Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you agree to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required election to accomplish the transfer of the Employer’s Liability Employer NICs to you. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun and/or the Company or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Company or the Employer may collect the Employer’s Liability Employer NICs from you by any of the means set forth in the Withholding Taxes “Tax Obligations” section of the Award Agreement. SUN MICROSYSTEMSIf you do not enter into a Joint Election prior to the vesting of the Performance Stock Units or any other event giving rise to Tax-Related Items or if approval of the joint election has been withdrawn by HMRC, you will not be entitled to vest in the Performance Stock Units or receive any benefit in connection with the Performance Stock Units unless and until you enter into a Joint Election, and no Shares will be issued or delivered to you under the Plan, without any liability to the Company or the Employer. XXXXXXX INC. 2007 OMNIBUS INCENTIVE AMENDED AND RESTATED 2002 STOCK PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Xxxxxxx Inc. Amended and Restated 2002 Stock Plan (the date “Plan”) and the vesting of grant of the restricted any performance stock units (“Performance Stock Units”) that may be granted to you by Xxxxxxx Inc. (the “RSUsCompany”), you are required to enter into a joint election to transfer to you any liability for employer national insurance secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs any Performance Stock Units granted to you, or in connection with future restricted stock units granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs any grant of Performance Stock Units will be worthless, worthless as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUsPerformance Stock Units. By entering into the Joint Election: • you You agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Performance Stock Units (and the acquisition of shares of StockShares) or other taxable events in connection with the RSUs Performance Stock Units will be transferred to you; and • you You authorise Sun the Company and/or your employer the Employer to recover an amount sufficient to cover this liability by any method of the means set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to Joint Election. • You acknowledges that even if you by Sun and/or your employer. To enter have electronically entered into the Joint Election by accepting the Award Agreement through the Company’s online acceptance procedures, the Company or the Employer may still require you to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan (or by signing the Joint Election, please sign if applicable), you are agreeing to be bound by the Election below and return it, together with terms of the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Joint Election. Please read the terms of the Joint Election carefully before signing accepting the terms of the Award Agreement and the Joint Election. Please keep a copy of the Joint Election for your records. SUN MICROSYSTEMS, XXXXXXX INC. 2007 OMNIBUS INCENTIVE AMENDED AND RESTATED 2002 STOCK PLAN Restricted Stock Units for Employees in Election To Transfer the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYEmployer’s National Insurance Liability to the Employee This Election is between:

Appears in 2 contracts

Samples: Award Agreement (Trimble Inc.), Award Agreement (Trimble Inc.)

Joint Election. As a condition of your participation in the Plan and the vesting exercise of this Option, the RSUs, you agree Optionee agrees to accept any liability for secondary Class 1 national insurance National Insurance contributions (the “Employer’s Liability”) which may be payable by Sun the Company and/or the Employer in connection with the RSUs this Option and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you agree the Optionee agrees to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required election to accomplish the transfer of Employer NICs to the Employer’s Liability to youOptionee. You The Optionee further agree agrees to execute such other joint elections as may be required between yourself the Optionee and any successor to Sun and/or the Company or the Employer. The Optionee further agrees that the Company or the Employer may collect the Employer NICs from the Optionee by any of the means set forth in Paragraph F of the Option Agreement. If you do the Optionee does not enter into a Joint Election prior to the Election when you accept the Award Agreement, exercise of this Option or any other event giving rise to Tax-Related Items or if approval of the Joint Election is revoked at any time has been withdrawn by HMRC, he or she will not be entitled to exercise this Option or receive any benefit in connection with the RSUs will cease vesting Options unless and become null and voiduntil he or she enters into a Joint Election, and no shares of Stock Shares will be acquired issued or delivered to the Optionee under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Employer may collect Company or the Employer’s Liability by any of the means set forth in the Withholding Taxes section of the Award Agreement. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE XXXXXXX NAVIGATION LIMITED AMENDED AND RESTATED 2002 STOCK PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on the date of grant of the restricted stock units Xxxxxxx Navigation Limited Amended and Restated 2002 Stock Plan (the “RSUsPlan”) and the exercise of any stock option (“Option”) that may be granted to the Optionee by Xxxxxxx Navigation Limited (the “Company”), you are the Optionee is required to enter into a joint election to transfer to you him or her any liability for employer national insurance secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs any Option granted to you, or in connection with future restricted stock units granted to you, the Optionee by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do the Optionee does not agree to enter into the Joint Election, the RSUs any grant of an Option will be worthless, worthless as (under the terms of the Award Agreement), you Optionee will not be able to vest in the RSUs or receive any benefit in connection with the RSUsOption. By entering into the Joint Election: • you agree The Optionee agrees that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Option (and the acquisition of shares of StockShares) or other taxable events in connection with the RSUs Option will be transferred to youthe Optionee; and • you authorise Sun The Optionee authorises the Company and/or your employer the Employer to recover an amount sufficient to cover this liability by any method of the means set forth in the Award Option Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employerJoint Election. To enter • The Optionee acknowledges that even if the Optionee has electronically entered into the Joint Election by accepting the Option Agreement through the Company’s online acceptance procedures, the Company or the Employer may still require the Optionee to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Option Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan (or by signing the Joint Election, please sign if applicable), the Election below and return it, together with Optionee is agreeing to be bound by the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. terms of the Joint Election. Please read the terms of the Joint Election carefully before signing accepting the Award terms of the Option Agreement and the Joint Election. Please keep a copy of the Joint Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYXXXXXXX NAVIGATION LIMITED AMENDED AND RESTATED 2002 STOCK PLAN

Appears in 1 contract

Samples: Stock Option Agreement (Trimble Navigation LTD /Ca/)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPerformance Stock Units, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs Performance Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you agree to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required election to accomplish the transfer of the Employer’s Liability Employer NICs to you. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun and/or the Company or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Company or the Employer may collect the Employer’s Liability Employer NICs from you by any of the means set forth in the Withholding Taxes “Tax Obligations” section of the Award Agreement. SUN MICROSYSTEMSIf you do not enter into a Joint Election prior to the vesting of the Performance Stock Units or any other event giving rise to Tax-Related Items or if approval of the joint election has been withdrawn by HMRC, you will not be entitled to vest in the Performance Stock Units or receive any benefit in connection with the Performance Stock Units unless and until you enter into a Joint Election, and no Shares will be issued or delivered to you under the Plan, without any liability to the Company or the Employer. XXXXXXX INC. 2007 OMNIBUS INCENTIVE AMENDED AND RESTATED 2002 STOCK PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Xxxxxxx Inc. Amended and Restated 2002 Stock Plan (the date “Plan”) and the vesting of grant of the restricted any performance stock units (“Performance Stock Units”) that may be granted to you by Xxxxxxx Inc. (the “RSUsCompany”), you are required to enter into a joint election to transfer to you any liability for employer national insurance secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs any Performance Stock Units granted to you, or in connection with future restricted stock units granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs any grant of Performance Stock Units will be worthless, worthless as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUsPerformance Stock Units. By entering into the Joint Election: • you You agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Performance Stock Units (and the acquisition of shares of StockShares) or other taxable events in connection with the RSUs Performance Stock Units will be transferred to you; and • you You authorise Sun the Company and/or your employer the Employer to recover an amount sufficient to cover this liability by any method of the means set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to Joint Election. • You acknowledges that even if you by Sun and/or your employer. To enter have electronically entered into the Joint Election by accepting the Award Agreement through the Company’s online acceptance procedures, the Company or the Employer may still require you to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan (or by signing the Joint Election, please sign if applicable), you are agreeing to be bound by the Election below and return it, together with terms of the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Joint Election. Please read the terms of the Joint Election carefully before signing accepting the terms of the Award Agreement and the Joint Election. Please keep a copy of the Joint Election for your records. SUN MICROSYSTEMS, (Employees) XXXXXXX INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYAMENDED AND RESTATED 2002 STOCK PLAN

Appears in 1 contract

Samples: Performance Stock Unit Award Agreement (Trimble Inc.)

Joint Election. As a condition of your Grantee’s participation in the Plan and of the vesting of the RSUsRestricted Stock Units, you agree Grantee agrees to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) National Insurance Contributions which may be payable by Sun the Company and/or the Employer in connection with respect to the RSUs and any event giving rise Chargeable Event (“Employer NICs”). Without limitation to Tax-Related Items. To accomplish the foregoing, you agree Grantee agrees to execute the following a joint election with Sun (the “Election”)Company or the Employer, the form of such Election joint election being formally approved by HMRCHMRC (the “Joint Election”), and any other consent required consents or elections required as provided to accomplish Grantee by the transfer of Company or the Employer’s Liability to you. You Grantee further agree agrees to execute such other joint elections as may be required between yourself Grantee and any successor to Sun and/or the Company or the Employer. If you do Grantee does not enter into the NICs Joint Election, if approval of the NICs Joint election has been withdrawn by HMRC, if the NICs Joint Election when you accept is revoked by the Award AgreementCompany or the Employer (as applicable), or if the NICs Joint Election is jointly revoked at any time by HMRCGrantee and the Company or the Employer, as applicable, the RSUs will 1 For the purposes of this Agreement, the phrase “Grantee’s country” refers to any country whose laws and regulations apply to Grantee during the relevant time period, as determined by the Company in its sole discretion. Grantee should speak with his or her personal legal and tax advisor for more information as to which countries this phrase may include, based on Grantee’s personal circumstances. Restricted Stock Units shall cease vesting and become null and void, and no shares of Stock will Shares shall be acquired under the Plan, without any liability to Sunthe Company, the Employer and/or any AffiliateParent or Subsidiary. You Grantee further agree agrees that Sun the Company and/or the Employer may collect the Employer’s Liability Employer NICs by any of the means set forth in the Withholding Taxes section Section 8 of the Award Restricted Stock Unit Agreement. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident in the UK on the date of grant of the restricted stock units (the “RSUs”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into the Election, the RSUs will be worthless, as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUs. By entering into the Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYsupplemented above.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Maxim Integrated Products Inc)

Joint Election. As a condition of your participation in the Stock Purchase Plan and the vesting purchase of the RSUsshares, you I agree to accept any liability for secondary Class 1 national insurance National Insurance contributions (the “Employer’s Liability”) which may be payable by Sun the Company and/or the Employer in connection with the RSUs purchase rights and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you I agree to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required to accomplish the transfer of the Employer’s Liability to youelection. You I further agree to execute such other joint elections as may be required between yourself me and any successor to Sun and/or the Company or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You I further agree that Sun and/or the Company or the Employer may collect the Employer’s Liability Employer NICs from me by any of the means set forth in the Withholding Taxes section Paragraph 8 of the Award Subscription Agreement. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the If I do not enter into a Joint Election prior to Transfer Employer NICs If you are resident the Exercise Date, I will not be entitled to purchase the shares unless and ordinarily resident in until I enter into a Joint Election, and no shares will be issued to me under the UK on Stock Purchase Plan, without any liability to the date of grant Company or the Employer. Tax Obligations. The following provision supplements Paragraph 8 of the restricted stock units Subscription Agreement: I agree that, if I do not pay or the Company or the Employer does not withhold from me, the full amount of Tax-Related Items that I owe at purchase of the shares, or the release or assignment of these purchase rights for consideration, or the receipt of any other benefit in connection with these purchase rights (the “RSUs”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s LiabilityTaxable Event”) that may arise in connection with within 90 days after the RSUs granted to youTaxable Event, or such other period specified in connection with future restricted stock units granted Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Xxx 0000, the amount that should have been withheld shall constitute a loan owed by me to youthe Company and/or the Employer, effective 90 days after the Taxable Event. I agree that the loan will bear interest at the official HMRC rate and immediately will be due and repayable by me, and the Company and/or the Employer may recover it at any time thereafter by withholding such amount from Compensation or any other funds due to me by the Company or the Employer, by Sun Microsystemswithholding in shares issued upon purchase or from the cash proceeds from the sale of shares or by demanding cash or a check from me. I also authorize the Company to delay the issuance of any shares to me unless and until the loan is repaid in full. Notwithstanding the foregoing, Inc. (“Sun”if I am an executive officer or director within the meaning of Section 13(k) under of the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into the Election, the RSUs will be worthlessU.S. Securities Exchange Act of 1934, as (under amended, the terms of the Award Agreement), you immediately foregoing provision will not be able to vest in apply. In the RSUs event that I am an executive officer or receive any benefit in connection with the RSUs. By entering into the Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting director and Tax-Related Items are not collected within 90 days of the RSUs (Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to me on which additional income tax and National Insurance contributions may be payable. I acknowledge that the acquisition of shares of Stock) or other taxable events in connection with Company and/or the RSUs will be transferred to you; Employer may recover any such additional income tax and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability National Insurance contributions at any time thereafter by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy means referred to in Paragraph 8 of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYSubscription Agreement.

Appears in 1 contract

Samples: Employee Stock Purchase Plan (Trimble Navigation LTD /Ca/)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree Participant agrees to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs Restricted Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). To accomplish Without prejudice to the foregoing, you agree Participant agrees to execute the following joint election with Sun (the “Election”)Company, the form of such Election joint election being formally approved by HMRC, HMRC (the “Joint Election”) and any other consent or elections election required to accomplish the transfer of the Employer’s Liability to youParticipant. You Participant understands that the Joint Election applies to any Restricted Stock Units granted to him or her under the Plan after the execution of the Joint Election. Participant further agree agrees to execute such other joint elections as may be required between yourself him or her and any successor to Sun the Company and/or the Employer. If you do not enter into Participant further agrees that the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Part A, Section 2 of this Exhibit B. If Participant does not enter into a Joint Election prior to the Withholding Taxes section first vesting date of the Award AgreementRestricted Stock Units or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Participant is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the Code. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Aerohive Networks, Inc. 2014 Equity Incentive Plan (the date of grant of “Plan”) and the restricted stock units (the “RSUsRestricted Stock Units”) that have been granted to you (“Participant”) by Aerohive Networks, Inc. (the “Company”), you are Participant is required to enter into a joint election to transfer to you Participant any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, Restricted Stock Units or in connection with future any restricted stock units that may be granted by the Company to you, by Sun Microsystems, Inc. (“Sun”) Participant under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do Participant does not agree to enter into the Joint Election, the RSUs grant of the Restricted Stock Units will be worthless, as (under the terms of the Award Agreement), you and Participant will not be able to vest in the RSUs Restricted Stock Units or receive any benefit in connection with the RSUsRestricted Stock Units. By entering into the Joint Election: • you agree Participant agrees that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Restricted Stock Units (and or any restricted stock units granted to Participant under the Plan) or the acquisition of shares of Stock) the Company or other taxable events in connection with the RSUs Restricted Stock Units (or any other restricted stock units granted under the Plan) will be transferred to youParticipant; and you authorise Sun Participant authorises the Company and/or your Participant’s employer to recover an amount sufficient to cover this liability by any method set forth in the Restricted Stock Unit Award Agreement and/or the Joint Election; and • Participant acknowledges that even if he or she has accepted the Joint Election includingvia the Company’s online procedure, but not limited tothe Company or Participant’s employer may still require Participant to sign a paper copy of the Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Restricted Stock Units through the Company’s online acceptance procedure at E*Trade (or by signing the Notice of Grant), withholding from your wages or other cash compensation payable Participant is agreeing to you be bound by Sun and/or your employerthe terms of the Joint Election. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Joint Election carefully before signing accepting the Restricted Stock Unit Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SUN MICROSYSTEMSAEROHIVE NETWORKS, INC. 2007 OMNIBUS 2014 EQUITY INCENTIVE PLAN Restricted Stock Units for Employees in (UK Employees) Election To Transfer the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYEmployer’s National Insurance Liability to the Employee

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Aerohive Networks, Inc)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsRestricted Stock Units at a time when the Company’s Shares are considered readily convertible assets under U.K. law, you agree Participant agrees to accept any liability for secondary Class 1 national insurance National Insurance contributions and, to the extent permissible, the employer portion of the Health and Social Care levy (the “Employer’s LiabilityEmployer NICs”) which that may be payable by Sun and/or the Employer Company, the Employer, a Parent or a Subsidiary in connection with the RSUs Restricted Stock Units and any event giving rise to Tax-Related Items. To accomplish Without prejudice to the foregoing, you agree Participant agrees to execute the following joint election with Sun the Company attached hereto, or such other form of joint election as the Company may determine (the “Joint Election” or the “Election”) and any other required consent or election requested by the Company. The Participant agrees that entry into the Joint Election will come into effect immediately on the signature or acceptance of the Joint Election, if the Joint Election has been formally approved by HM Revenue and Customs (“HMRC”). If HMRC has not formally approved the Joint Election, the Participant irrevocably agrees that the Joint Election will become effective once the form of such the Joint Election being has been formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer’s Liability to you. You Participant further agree agrees to execute such other joint elections as may be required between yourself Participant and any successor to Sun and/or the EmployerCompany, the Employer or any Parent or Subsidiary. Participant further agrees that the Company, the Employer and any Parent or Subsidiary may collect the Employer NICs from Participant by any of the means set forth in Section 7 of the Award Agreement. If you do Participant does not enter into a Joint Election prior to the Election when you accept vesting of the Award AgreementRestricted Stock Units, he or if she will not be entitled to vest in the Election is revoked at any time by HMRC, the RSUs will cease vesting Restricted Stock Units unless and become null and voiduntil he or she enters into a Joint Election, and no shares of Stock Shares will be acquired issued to Participant under the Plan, without any liability to Sunthe Company, the Employer and/or or any Affiliate. You further agree that Sun and/or the Employer may collect the Employer’s Liability by any of the means set forth in the Withholding Taxes section of the Award Agreement. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident in the UK on the date of grant of the restricted stock units (the “RSUs”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, Parent or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into the Election, the RSUs will be worthless, as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUs. By entering into the Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYSubsidiary.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Splunk Inc)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsRestricted Stock Units at a time when the Company’s Shares are considered readily convertible assets under U.K. law, you agree Participant agrees to accept any liability for secondary Class 1 national insurance National Insurance contributions (the “Employer’s LiabilityEmployer NICs”) which that may be payable by Sun and/or the Employer Company, the Employer, a Parent or a Subsidiary in connection with the RSUs Restricted Stock Units and any event giving rise to Tax-Related Items. To accomplish Without prejudice to the foregoing, you agree Participant agrees to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election (the “Joint Election”) having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”), and any other required consent or elections required to accomplish the transfer of the Employer’s Liability to youelection. You Participant further agree agrees to execute such other joint elections as may be required between yourself Participant and any successor to Sun and/or the Company, the Employer, a Parent or a Subsidiary. Participant further agrees that the Company, the Employer, a Parent or a Subsidiary may collect the Employer NICs from Participant by any of the means set forth in Section 7 of the Award Agreement. If you do Participant does not enter into a Joint Election prior to the Election when you accept vesting of the Award AgreementRestricted Stock Units, he or if she will not be entitled to vest in the Election is revoked at any time by HMRC, the RSUs will cease vesting Restricted Stock Units unless and become null and voiduntil he or she enters into a Joint Election, and no shares of Stock Shares will be acquired issued to Participant under the Plan, without any liability to Sunthe Company, the Employer and/or Employer, a Parent or a Subsidiary. Withholding of Taxes. This provision supplements Section 7 of the Award Agreement: If payment or withholding of tax is not made within 90 days of the event giving rise to the Tax-Related Items (the “Due Date”) or such other period specified in Section 222(1)(c) of the Income Tax (Earnings and Pensions) Act 2003, the amount of any Affiliateuncollected tax will constitute a loan owed by Participant to the Employer, effective on the Due Date. You further agree Participant agrees that Sun and/or the loan will bear interest at the then-current Official Rate of HMRC, it will be immediately due and repayable, and the Company or the Employer may collect the Employer’s Liability recover it at any time thereafter by any of the means set forth referred to in the Withholding Taxes section Section 7 of the Award Agreement. SUN MICROSYSTEMSNotwithstanding the foregoing, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident in the UK on the date of grant if Participant is a director or executive officer of the restricted stock units Company (within the “RSUs”meaning of Section 13(k) of the Exchange Act), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into the Election, the RSUs will be worthless, as (under the terms of the Award Agreement), you Participant will not be able eligible for such a loan to vest in cover the RSUs taxes due. In the event that Participant is a director or receive executive officer and tax is not collected from or paid by Participant by the Due Date, the amount of any uncollected tax will constitute a benefit in connection with to Participant on which additional income tax and National Insurance contributions will be payable. Participant will be responsible for reporting and paying any income tax and National Insurance contributions due on this additional benefit directly to HMRC under the RSUsself-assessment regime. By entering into In addition, Participant agrees that the Election: • you agree that any Employer’s Liability that Company and/or the Employer may arise in connection with or pursuant calculate the Tax-Related Items to be withheld and accounted for by reference to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred maximum applicable rates, without prejudice to you; and • you authorise Sun and/or your employer any right Participant may have to recover an amount sufficient to cover this liability by any method set forth in overpayment from the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYrelevant tax authorities.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsRestricted Stock Units, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs Restricted Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you agree to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required election to accomplish the transfer of the Employer’s Liability Employer NICs to you. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun and/or the Company or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Company or the Employer may collect the Employer’s Liability Employer NICs from you by any of the means set forth in the Withholding Taxes “Tax Obligations” section of the Award Agreement. SUN MICROSYSTEMSIf you do not enter into a Joint Election prior to the vesting of the Restricted Stock Units or any other event giving rise to Tax-Related Items or if approval of the joint election has been withdrawn by HMRC, INCyou will not be entitled to vest in the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units unless and until you enter into a Joint Election, and no Shares will be issued or delivered to you under the Plan, without any liability to the Company or the Employer. 2007 OMNIBUS INCENTIVE XXXXXXX NAVIGATION LIMITED AMENDED AND RESTATED 2002 STOCK PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Xxxxxxx Navigation Limited Amended and Restated 2002 Stock Plan (the date “Plan”) and the vesting of grant of the any restricted stock units (“Restricted Stock Units”) that may be granted to you by Xxxxxxx Navigation Limited (the “RSUsCompany”), you are required to enter into a joint election to transfer to you any liability for employer national insurance secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs any Restricted Stock Units granted to you, or in connection with future restricted stock units granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs any grant of Restricted Stock Units will be worthless, worthless as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUsRestricted Stock Units. By entering into the Joint Election: • you You agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Restricted Stock Units (and the acquisition of shares of StockShares) or other taxable events in connection with the RSUs Restricted Stock Units will be transferred to you; and • you You authorise Sun the Company and/or your employer the Employer to recover an amount sufficient to cover this liability by any method of the means set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to Joint Election. • You acknowledges that even if you by Sun and/or your employer. To enter have electronically entered into the Joint Election by accepting the Award Agreement through the Company’s online acceptance procedures, the Company or the Employer may still require you to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan (or by signing the Joint Election, please sign if applicable), you are agreeing to be bound by the Election below and return it, together with terms of the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Joint Election. Please read the terms of the Joint Election carefully before signing accepting the terms of the Award Agreement and the Joint Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARY.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Trimble Navigation LTD /Ca/)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) which may be payable by Sun the Company and/or the Employer in connection with the RSUs Award and any event giving rise to Tax-Related Items. To accomplish the foregoing, you agree to execute the following joint election with Sun the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer’s Liability to you. You further agree to execute such other joint elections as may be required between yourself and any successor to Sun the Company and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun the Company and/or the Employer may collect the Employer’s Liability by any of the means set forth in Section 9.2 of the Withholding Taxes section Agreement. If you do not enter into a Joint Election prior to vesting of the Award Agreementor any other event giving rise to Tax-Related Items, you will forfeit the Units and any benefits in connection with the Award, and any Shares that have been issued will be returned to the Company at no cost to the Company, without any liability to the Company and/or the Employer. SUN MICROSYSTEMS38 ITRON, INC. 2007 OMNIBUS 2010 STOCK INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Itron, Inc. 2010 Stock Incentive Plan (the date of grant “Plan”) and the vesting of the restricted stock units unit award (the “RSUsAward”) that has been granted to you by Itron, Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to youAward, or in connection with future restricted stock units unit awards, granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs Award will be worthless, as (under the terms of the Restricted Stock Unit Award Agreement), ) you will not be able to vest in the RSUs Award or receive any benefit in connection with the RSUsAward. By entering into the Joint Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Award (and the acquisition of shares of Stockthe Company’s common stock) or other taxable events in connection with the RSUs Award will be transferred to you; and • you authorise Sun the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Restricted Stock Unit Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Joint Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARY.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Itron Inc /Wa/)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUspurchasing Shares thereunder, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) National Insurance Contributions which may be payable by Sun the Company and/or the Employer in connection with respect to the RSUs and any event giving rise Taxable Event (“Employer NICs”). Without limitation to Tax-Related Items. To accomplish the foregoing, you agree to execute the following a joint election with Sun (the “Election”)Company or the Employer, the form of such Election joint election being formally approved by HMRCHMRC (the “Joint Election”), and any other consent required consents or elections required as provided to accomplish you by the transfer of Company or the Employer’s Liability to you. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun and/or the Company or the Employer. If you do not enter into the NICs Joint Election when you accept prior to the Award Agreementfirst Purchase Date, or if the Joint Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Planyou shall, without any liability to Sunthe Company and/or the Employer, the Employer and/or any Affiliatenot be entitled to purchase Shares. You further agree that Sun the Company and/or the Employer may collect the Employer’s Liability Employer NICs by any of the means set forth in the Withholding Taxes section Section 7 of the Award Enrollment Form Agreement, as supplemented above. SUN MICROSYSTEMSUNITED STATES There are no country-specific provisions. FY20 ESPP Enrollment Agreement APPENDIX II MAXIM INTEGRATED PRODUCTS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident Quick Sale Program for Participants in India, Philippines and ordinarily resident Thailand in the UK on the date of grant of the restricted stock units (the “RSUs”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive 2008 Employee Stock Purchase Plan (the “ElectionPlan”) Xxxxxx Xxxxxxx, LLC (“Xxxxxx Xxxxxxx”) and Maxim Integrated Products, Inc. (the “Company” or “Maxim”) offer participants in the Plan in India, the Philippines and Thailand the opportunity to sell, through a Quick Sale Program (the “Program”), all of their shares of Maxim common stock (“Shares”) purchased under the Plan following each purchase period. You will be automatically enrolled in the Program and your shares will be sold under the Program unless you opt-out or withdraw by following the “Opt-Out Instructions” below. If you do not agree opt-out of the Program, Xxxxxx Xxxxxxx will automatically sell your Shares as soon as they are available, which is expected to enter into be 3-5 days after each applicable Purchase Date as defined in the Election, ESPP. Proceeds from the RSUs sale of the Shares will be worthlessremitted to you via payroll, less applicable taxes, on the next regular payroll date or the one thereafter. You do not need to take further action in order to sell Shares purchased on future Purchase Dates. Such Shares will automatically be sold for as (long as you participate in the Program. Opt-Out Instructions: Your participation in the Program shall remain in effect unless and until you give clear, written instructions to terminate it by sending an email to XxxxxXxxxx.Xxxxx@xxxxxxxxxxxxxxx.xxx with a copy to Xxxxxx.Xxxxxxxx@xxxxxxxxxxxxxxx.xxx, no later than 30 days before the next Purchase Date under the terms Plan to permanently withdraw/opt-out of the Award Agreement)Quick Sale Program. If you participate in the Program, then Xxxxxx Xxxxxxx will charge you a brokerage fee of USD $.03 per share for each of the Shares sold under the Program. If you opt out and elect not to participate in the Program, you may still sell your Shares, however, you will need to do so by logging onto your account at xxx.xxxxxxxxxxxxxxxx.xxx or by contacting Xxxxxx Xxxxxxx directly, in which case Xxxxxx Xxxxxxx will charge you a brokerage fee of (i) USD $.03 per share for each of the Shares sold, or (ii) USD $25 (and a nominal SEC Fee which is subject to change), whichever is greater. In addition, if you elect to opt out and not be able to vest participate in the RSUs Program and you sell the Shares at a future date, Xxxxxx Xxxxxxx will charge you an additional USD $10 to receive the sale proceeds via a check or USD $25 to receive any benefit the sale proceeds via a wire transfer. You hereby authorize Xxxxxx Xxxxxxx to sell on the NASDAQ Stock Exchange all Shares purchased by you under the Plan following the purchase of Shares until revoked in connection accordance with the RSUs“Opt Out Instructions” described above, as soon as they are available. By entering into You hereby hold Xxxxxx Xxxxxxx and the Election: • you agree that any Employer’s Liability that may arise in connection with or Company harmless for the transactions made pursuant to the vesting of Program and understand that selling these Shares assumes certain currency, timing and market risks. You acknowledge that participation in the RSUs (Program and the acquisition Plan automatically terminates upon termination of shares of Stockemployment from the Company (or its subsidiaries) for any reason. Nothing contained herein obligates the Company from continuing to offer the Plan or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election includingProgram, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of Company has the Election for your records. SUN MICROSYSTEMSright, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in its sole and absolute discretion, to terminate the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYPlan or to terminate the Plan offering

Appears in 1 contract

Samples: Employee Stock Purchase Plan (Maxim Integrated Products Inc)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree Participant agrees to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs Restricted Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). To accomplish Without prejudice to the foregoing, you agree Participant agrees to execute the following joint election with Sun (the “Election”)Company, the form of such Election joint election being formally approved by HMRC, HMRC (the “Joint Election”) and any other consent or elections election required to accomplish the transfer of the Employer’s Liability to youParticipant. You Participant understands that the Joint Election applies to any Restricted Stock Units granted to him or her under the Plan after the execution of the Joint Election. Participant further agree agrees to execute such other joint elections as may be required between yourself him or her and any successor to Sun the Company and/or the Employer. If you do not enter into Participant further agrees that the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Part A, Section 2 of this Exhibit B. If Participant does not enter into a Joint Election prior to the Withholding Taxes section first vesting date of the Award AgreementRestricted Stock Units or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Participant is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the Code. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Aeohive – Confidential – Notice of Grant & Grant Agreement (6-2018) Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Aerohive Networks, Inc. 2014 Equity Incentive Plan (the date of grant of “Plan”) and the restricted stock units (the “RSUsRestricted Stock Units”) that have been granted to you (“Participant”) by Aerohive Networks, Inc. (the “Company”), you are Participant is required to enter into a joint election to transfer to you Participant any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, Restricted Stock Units or in connection with future any restricted stock units that may be granted by the Company to you, by Sun Microsystems, Inc. (“Sun”) Participant under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do Participant does not agree to enter into the Joint Election, the RSUs grant of the Restricted Stock Units will be worthless, as (under the terms of the Award Agreement), you and Participant will not be able to vest in the RSUs Restricted Stock Units or receive any benefit in connection with the RSUsRestricted Stock Units. By entering into the Joint Election: • you agree Participant agrees that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Restricted Stock Units (and or any restricted stock units granted to Participant under the Plan) or the acquisition of shares of Stock) the Company or other taxable events in connection with the RSUs Restricted Stock Units (or any other restricted stock units granted under the Plan) will be transferred to youParticipant; and you authorise Sun Participant authorizes the Company and/or your Participant’s employer to recover an amount sufficient to cover this liability by any method set forth in the Award Restricted Stock Unit Grant Agreement and/or the Joint Election; and • Participant acknowledges that even if he or she has accepted the Joint Election includingvia the Company’s online procedure, but not limited tothe Company or Participant’s employer may still require Participant to sign a paper copy of the Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Restricted Stock Units through the Company’s online acceptance procedure at E*Trade (or by signing the Notice of Grant), withholding from your wages or other cash compensation payable Participant is agreeing to you be bound by Sun and/or your employerthe terms of the Joint Election. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Joint Election carefully before signing accepting the Award Restricted Stock Unit Grant Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SUN MICROSYSTEMSAeohive – Confidential – Notice of Grant & Grant Agreement (6-2018) AEROHIVE NETWORKS, INC. 2007 OMNIBUS 2014 EQUITY INCENTIVE PLAN Restricted Stock Units for Employees in (UK Employees) Election to Transfer the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYEmployer’s National Insurance Liability to the Employee

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Aerohive Networks, Inc)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s 's Liability”) which may be payable by Sun the Company and/or the Employer in connection with the RSUs Award and any event giving rise to Tax-Related Items. To accomplish the foregoing, you agree to execute the following joint election with Sun the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer’s 's Liability to you. You further agree to execute such other joint elections as may be required between yourself and any successor to Sun the Company and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun the Company and/or the Employer may collect the Employer’s 's Liability by any of the means set forth in Section 9.2 of the Withholding Taxes section Agreement. If you do not enter into a Joint Election prior to vesting of the Award Agreementor any other event giving rise to Tax-Related Items, you will forfeit the Units and any benefits in connection with the Award, and any Shares that have been issued will be returned to the Company at no cost to the Company, without any liability to the Company and/or the Employer. SUN MICROSYSTEMSITRON, INC. 2007 OMNIBUS 2010 STOCK INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Itron, Inc. 2010 Stock Incentive Plan (the date of grant “Plan”) and the vesting of the restricted stock units unit award (the “RSUsAward”) that has been granted to you by Itron, Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s 's Liability”) that may arise in connection with the RSUs granted to youAward, or in connection with future restricted stock units unit awards, granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs Award will be worthless, as (under the terms of the Restricted Stock Unit Award Agreement), ) you will not be able to vest in the RSUs Award or receive any benefit in connection with the RSUsAward. By entering into the Joint Election: • you agree that any Employer’s 's Liability that may arise in connection with or pursuant to the vesting of the RSUs Award (and the acquisition of shares of Stockthe Company's common stock) or other taxable events in connection with the RSUs Award will be transferred to you; and • you authorise Sun the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Restricted Stock Unit Award Agreement and/or the Election including, but not limited to, withholding from Joint Election. Indicating your wages or other cash compensation payable acceptance of the Restricted Stock Unit Award Agreement indicates your agreement to you be bound by Sun and/or your employerthe terms of the Joint Election. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Joint Election carefully before signing accepting the Restricted Stock Unit Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SUN MICROSYSTEMSITRON, INC. 2007 OMNIBUS 2010 STOCK INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S 'S SECONDARY

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Itron Inc /Wa/)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). To accomplish Without prejudice to the foregoing, you agree to execute the following joint election with Sun (the “Election”)Company, the form of such Election joint election being formally approved by HMRC, HMRC (the “Joint Election”) and any other consent or elections election required to accomplish the transfer of the Employer’s Liability to you. You understand that the Joint Election applies to any RSUs granted to you under the Plan after the execution of the Joint Election. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun the Company and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun the Company and/or the Employer may collect the Employer’s Liability from you by any of the means set forth in the Withholding Taxes section Section 5 of the Award Agreement. SUN MICROSYSTEMSIf you do not enter into a Joint Election prior to the first vesting date of the RSUs or any other event giving rise to Tax-Related Items, INCyou will not be entitled to vest in the RSUs or receive any benefit in connection with the RSUs unless and until you enter into a Joint Election, and no Shares or other benefit pursuant to the RSUs will be issued to you under the Plan, without any liability to the Company and/or the Employer. 2007 OMNIBUS INCENTIVE PLAN END OF AGREEMENT Important Note on the Joint Election to Transfer Employer NICs If you are resident National Insurance Contributions As a condition of participation in The WhiteWave Foods Company 2012 Stock Incentive Plan (the “Plan”) and ordinarily resident in the UK on the date of grant of the restricted stock units (the “RSUsRestricted Stock Units”) that have been granted to you by The WhiteWave Foods Company (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, Restricted Stock Units or in connection with future restricted stock units any Restricted Stock Units that may be granted by the Company to you, by Sun Microsystems, Inc. (“Sun”) you under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs grant of the Restricted Stock Units will be worthless, as (under the terms of the Award Agreement), and you will not be able to vest in the RSUs Restricted Stock Units or receive any benefit in connection with the RSUsRestricted Stock Units. By entering into the Joint Election: • you You agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Restricted Stock Units (and or any restricted stock units granted to you under the Plan) or the acquisition of shares of Stock) the Company or other taxable events in connection with the RSUs Restricted Stock Units (or any other restricted stock units granted under the Plan) will be transferred to you; and you You authorise Sun the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Restricted Stock Unit Award Agreement and/or the Joint Election; and • You acknowledge that even if you have accepted the Joint Election includingvia the Company’s online procedure, but not limited tothe Company or Participant’s employer may still require you to sign a paper copy of the Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Restricted Stock Units through the Company’s online acceptance procedure at E*Trade (or by signing the Notice of Grant), withholding from your wages or other cash compensation payable you are agreeing to you be bound by Sun and/or your employerthe terms of the Joint Election. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Joint Election carefully before signing accepting the Restricted Stock Unit Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS records.1 THE WHITEWAVE FOODS COMPANY 2012 STOCK INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARY(UK Employees)

Appears in 1 contract

Samples: Award Agreement (WHITEWAVE FOODS Co)

Joint Election. As a condition of your participation in the Stock Purchase Plan and the vesting purchase of the RSUsshares of Common Stock, you I agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs option and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you I agree to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required election to accomplish the transfer of the Employer’s Liability Employer NICs to youme. You I further agree to execute such other joint elections as may be required between yourself me and any successor to Sun and/or the Company or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You I further agree that Sun and/or the Company or the Employer may collect the Employer’s Liability Employer NICs from me by any of the means set forth in the Withholding Taxes section Paragraph 9 of the Award Subscription Agreement. SUN MICROSYSTEMSIf I do not enter into a Joint Election prior to the Exercise Date or if approval of the Joint Election has been withdrawn by HMRC, INCI will not be entitled to purchase shares of Common Stock or receive any benefit under the Stock Purchase Plan, without any liability to the Company or the Employer. 2007 OMNIBUS INCENTIVE -26- XXXXXXX NAVIGATION LIMITED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on the date of grant of the restricted stock units Xxxxxxx Navigation Limited Amended and Restated Employee Stock Purchase Plan (the “RSUsStock Purchase Plan”) and the exercise of any option that may be granted to me by Xxxxxxx Navigation Limited (the “Company”), you are I am required to enter into a joint election to transfer to you me any liability for employer national insurance secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs any option granted to you, or in connection with future restricted stock units granted to you, me by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Stock Purchase Plan (the “Joint Election”). If you I do not agree to enter into the Joint Election, the RSUs any grant of an option will be worthless, worthless as (under the terms of the Award Agreement), you I will not be able to vest in the RSUs or receive any benefit in connection with the RSUsoption. By entering into the Joint Election: • you I agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs option (and the acquisition of shares of Common Stock) or other taxable events in connection with the RSUs option will be transferred to youme; and • you I authorise Sun the Company and/or your employer the Employer to recover an amount sufficient to cover this liability by any method of the means set forth in the Award Subscription Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employerJoint Election. To enter • I acknowledge that even if I have electronically entered into the Joint Election by enrolling in the Stock Purchase Plan through the Company’s online acceptance procedures, the Company or the Employer may still require me to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By enrolling in the Stock Purchase Plan by using the Company’s online enrollment procedures with the Company’s designated broker/third party administrator for the Stock Purchase Plan (or by signing the Joint Election, please sign if applicable), I am agreeing to be bound by the Election below and return it, together with terms of the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Joint Election. Please read the terms of the Joint Election carefully before signing enrolling in the Award Stock Purchase Plan and accepting the terms of the Subscription Agreement and the Joint Election. Please keep a copy of the Joint Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE -27- XXXXXXX NAVIGATION LIMITED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN Restricted Stock Units for Employees in Election To Transfer the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYEmployer’s National Insurance Liability to the Employee This Election is between:

Appears in 1 contract

Samples: Employee Stock Purchase Plan (Trimble Navigation LTD /Ca/)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree Participant agrees to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs Restricted Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). To accomplish Without prejudice to the foregoing, you agree Participant agrees to execute the following joint election with Sun (the “Election”)Company, the form of such Election joint election being formally approved by HMRC, HMRC (the “Joint Election”) and any other consent or elections election required to accomplish the transfer of the Employer’s Liability to youParticipant. You Participant understands that the Joint Election applies to any Restricted Stock Units granted to him or her under the Plan after the execution of the Joint Election. Participant further agree agrees to execute such other joint elections as may be required between yourself him or her and any successor to Sun the Company and/or the Employer. If you do not enter into Participant further agrees that the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Part A, Section 2 of this Exhibit B. If Participant does not enter into a Joint Election prior to the Withholding Taxes section first vesting date of the Award AgreementRestricted Stock Units or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Restricted Stock Units will be issued to Participant under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Participant is a U.S. taxpayer and the application of this provision would cause the Restricted Stock Units to fail to qualify under an exemption from, or comply with, Section 409A of the Code. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Aerohive Networks, Inc. 2014 Equity Incentive Plan (the date of grant of “Plan”) and the restricted stock units (the “RSUsRestricted Stock Units”) that have been granted to you (“Participant”) by Aerohive Networks, Inc. (the “Company”), you are Participant is required to enter into a joint election to transfer to you Participant any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, Restricted Stock Units or in connection with future any restricted stock units that may be granted by the Company to you, by Sun Microsystems, Inc. (“Sun”) Participant under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do Participant does not agree to enter into the Joint Election, the RSUs grant of the Restricted Stock Units will be worthless, as (under the terms of the Award Agreement), you and Participant will not be able to vest in the RSUs Restricted Stock Units or receive any benefit in connection with the RSUsRestricted Stock Units. By entering into the Joint Election: • you agree Participant agrees that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Restricted Stock Units (and or any restricted stock units granted to Participant under the Plan) or the acquisition of shares of Stock) the Company or other taxable events in connection with the RSUs Restricted Stock Units (or any other restricted stock units granted under the Plan) will be transferred to youParticipant; and you authorise Sun Participant authorizes the Company and/or your Participant’s employer to recover an amount sufficient to cover this liability by any method set forth in the Restricted Stock Unit Award Agreement and/or the Joint Election; and • Participant acknowledges that even if he or she has accepted the Joint Election includingvia the Company’s online procedure, but not limited tothe Company or Participant’s employer may still require Participant to sign a paper copy of the Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Restricted Stock Units through the Company’s online acceptance procedure at E*Trade (or by signing the Notice of Grant), withholding from your wages or other cash compensation payable Participant is agreeing to you be bound by Sun and/or your employerthe terms of the Joint Election. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Joint Election carefully before signing accepting the Restricted Stock Unit Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SUN MICROSYSTEMSAEROHIVE NETWORKS, INC. 2007 OMNIBUS 2014 EQUITY INCENTIVE PLAN Restricted Stock Units for Employees in (UK Employees) Election to Transfer the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYEmployer’s National Insurance Liability to the Employee

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Aerohive Networks, Inc)

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Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPerformance Stock Units, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs Performance Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you agree to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required election to accomplish the transfer of the Employer’s Liability Employer NICs to you. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun and/or the Company or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Company or the Employer may collect the Employer’s Liability Employer NICs from you by any of the means set forth in the Withholding Taxes “Tax Obligations” section of the Award Agreement. SUN MICROSYSTEMSIf you do not enter into a Joint Election prior to the vesting of the Performance Stock Units or any other event giving rise to Tax-Related Items or if approval of the joint election has been withdrawn by HMRC, you will not be entitled to vest in the Performance Stock Units or receive any benefit in connection with the Performance Stock Units unless and until you enter into a Joint Election, and no Shares will be issued or delivered to you under the Plan, without any liability to the Company or the Employer. XXXXXXX INC. 2007 OMNIBUS INCENTIVE AMENDED AND RESTATED 2002 STOCK PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Xxxxxxx Inc. Amended and Restated 2002 Stock Plan (the date “Plan”) and the vesting of grant of the restricted any performance stock units (“Performance Stock Units”) that may be granted to you by Xxxxxxx Inc. (the “RSUsCompany”), you are required to enter into a joint election to transfer to you any liability for employer national insurance secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs any Performance Stock Units granted to you, or in connection with future restricted stock units granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs any grant of Performance Stock Units will be worthless, worthless as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUsPerformance Stock Units. By entering into the Joint Election: • you You agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Performance Stock Units (and the acquisition of shares of StockShares) or other taxable events in connection with the RSUs Performance Stock Units will be transferred to you; and • you You authorise Sun the Company and/or your employer the Employer to recover an amount sufficient to cover this liability by any method of the means set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to Joint Election. • You acknowledges that even if you by Sun and/or your employer. To enter have electronically entered into the Joint Election by accepting the Award Agreement through the Company’s online acceptance procedures, the Company or the Employer may still require you to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan (or by signing the Joint Election, please sign if applicable), you are agreeing to be bound by the Election below and return it, together with terms of the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Joint Election. Please read the terms of the Joint Election carefully before signing accepting the terms of the Award Agreement and the Joint Election. Please keep a copy of the Joint Election for your records. SUN MICROSYSTEMS, XXXXXXX INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYAMENDED AND RESTATED 2002 STOCK PLAN

Appears in 1 contract

Samples: Global Performance Stock Unit Award Agreement (Trimble Inc.)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer any of its Subsidiaries in connection with the RSUs Restricted Stock Units and any event giving rise to Tax-Related Itemsfederal, state, local or foreign taxes of any kind (the “Employer’s NICs”). To accomplish Without limitation to the foregoing, you agree to execute the following enter into a joint election with Sun the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consent consents or elections required to accomplish the transfer of the Employer’s Liability NICs to you. You further agree to execute such other joint elections as may be required between yourself you and any 11 successor to Sun and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer Company and/or any Affiliateof its Subsidiaries. You further agree that Sun the Company and/or the Employer its Subsidiaries may collect the Employer’s Liability NICs from you by any of the means set forth in the Withholding Taxes section Section 7 of the Restricted Stock Unit Award AgreementTerms and Conditions or Section 9.1 of the Plan. SUN MICROSYSTEMS(Joint Election Form below) SERVICESOURCE INTERNATIONAL, INC. 2007 OMNIBUS 2020 EQUITY INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on the date of grant of the restricted stock units ServiceSource International, Inc. 2020 Equity Incentive Plan (the “RSUsPlan”) and the Restricted Stock Units that have been granted to you by ServiceSource International, Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s LiabilityEmployer NICs”) that may arise in connection with the RSUs granted to you, grant of the Restricted Stock Units or in connection with future restricted stock units granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs grant of the Restricted Stock Units will be worthless, as (under the terms of the Award Agreement), worthless and you will not be able to vest in the RSUs Restricted Stock Units or receive any benefit in connection with the RSUsRestricted Stock Units. By entering into the Joint Election: • you agree that any liability for Employer’s Liability NICs that may arise in connection with or pursuant to the vesting of the RSUs Restricted Stock Units (and the acquisition of shares of StockShares) or other taxable events in connection with the RSUs Restricted Stock Units will be transferred to you; and • you authorise Sun authorize the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Restricted Stock Units Agreement and/or the Election includingJoint Election. By accepting the Restricted Stock Units through the Company’s online acceptance procedure, but not limited to, withholding from your wages or other cash compensation payable you are agreeing to you be bound by Sun and/or your employerthe terms of the Joint Election. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Joint Election carefully before signing accepting the Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SUN MICROSYSTEMSSERVICESOURCE INTERNATIONAL, INC. 2007 OMNIBUS 2020 EQUITY INCENTIVE PLAN Restricted Stock Units for Employees in Election To Transfer the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYEmployer's National Insurance Liability to the Employee This Election is between:

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Servicesource International, Inc.)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) which may be payable by Sun the Company and/or the Employer in connection with the RSUs Award and any event giving rise to Tax-Related Items. To accomplish the foregoing, you agree to execute the following joint election with Sun the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer’s Liability to you. You further agree to execute such other joint elections as may be required between yourself and any successor to Sun the Company and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun the Company and/or the Employer may collect the Employer’s Liability by any of the means set forth in Section 8.2 of the Withholding Taxes section Agreement. If you do not enter into a Joint Election prior to vesting of the Award Agreementor any other event giving rise to Tax-Related Items, you will forfeit the Units and any benefits in connection with the Award, and any Shares that have been issued will be returned to the Company at no cost to the Company, without any liability to the Company and/or the Employer. SUN MICROSYSTEMSITRON, INC. 2007 OMNIBUS 2010 STOCK INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Itron, Inc. 2010 Stock Incentive Plan (the date of grant “Plan”) and the vesting of the restricted stock units unit award (the “RSUsAward”) that has been granted to you by Itron, Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to youAward, or in connection with future restricted stock units unit awards, granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs Award will be worthless, as (under the terms of the Restricted Stock Unit Award Agreement), you will not be able to vest in the RSUs Award or receive any benefit in connection with the RSUsAward. By entering into the Joint Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Award (and the acquisition of shares of Stockthe Company’s common stock) or other taxable events in connection with the RSUs Award will be transferred to you; and • you authorise Sun the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Restricted Stock Unit Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Joint Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARY.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Itron Inc /Wa/)

Joint Election. As a condition of your participation in the Plan and the vesting grant of the Performance RSUs, you agree the Participant agrees to accept any liability for secondary Class 1 national insurance National Insurance contributions (the “Employer’s LiabilityEmployer NICs”) which may be payable by Sun and/or the Company or the Employer with respect to the vesting of the Performance RSUs or otherwise payable with respect to a benefit derived in connection with the RSUs and any event giving rise Performance RSUs. Without limitation to Tax-Related Items. To accomplish the foregoing, you agree the Participant agrees to execute the following a joint election with Sun between the Company and/or the Employer and Participant (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections election required to accomplish the transfer of the Employer’s Liability Employer NICs to youthe Participant. You The Participant further agree agrees to execute such other joint elections as may be required between yourself the Participant and any successor to Sun the Company and/or the Employer. If you do the Participant does not enter into a Joint Election, no Shares shall be issued to the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, Participant without any liability to Sun, the Employer Company and/or any Affiliatethe Employer. You The Participant further agree agrees that Sun the Company and/or the Employer may collect the Employer’s Liability Employer NICs from the Participant by any of the means set forth in the Withholding Taxes section Section 6 of the Award Agreement. SUN MICROSYSTEMSThe Joint Election is attached hereto as Appendix D. If the Participant has signed a Joint Election in the past with respect to an RSU award granted to him or her by the Company and that Joint Election applies to all grants made under the Plan, INCthe Participant need not sign another Joint Election in connection with this RSU grant. 2007 OMNIBUS INCENTIVE PLAN Important Note APPENDIX B - 13 APPENDIX C EMPLOYER INFORMATION STATEMENT – DENMARK RESTRICTED STOCK UNIT GRANT ON GRANT DATE Pursuant to section 3(1) of the Danish Act on the Joint Election Use of Rights to Transfer Employer NICs If you are resident and ordinarily resident Purchase or Subscribe for Shares etc. in the UK on the date Employment Relationships, as amended as of grant of the restricted stock units January 1, 2019 (the “RSUsStock Option Act”), you are required entitled to enter into a joint election to transfer to you any liability for employer national insurance contributions receive the following information regarding the grant of Performance Restricted Stock Units (“Performance RSUs”) by Analog Devices, Inc. (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“SunCompany”) under the Sun MicrosystemsAnalog Devices, Inc. 2007 Omnibus 2020 Equity Incentive Plan (the “ElectionPlan”) in a separate written statement. This statement contains only the information mentioned in the Stock Option Act; the other terms and conditions of your grant of Performance RSUs is described in detail in your Global Performance Restricted Stock Unit Agreement (the “Agreement”). If you do not agree to enter into the Election, the RSUs will be worthless, as (under the terms of the Award Agreement), you will not be able appendix to vest in the RSUs or receive any benefit in connection with the RSUs. By entering into the Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYPlan.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Agreement (Analog Devices Inc)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer its Subsidiaries in connection with the RSUs exercise of the Option and any event giving rise to Tax-Related ItemsItems (the “Employer’s NICs”). To accomplish Without limitation to the foregoing, you agree to execute the following enter into a joint election with Sun the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consent consents or elections required to accomplish the transfer of the Employer’s Liability NICs to you. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer Company and/or any Affiliateof its Subsidiaries. You further agree that Sun the Company and/or the Employer its Subsidiaries may collect the Employer’s Liability NICs from you by any of the means set forth in the Withholding Taxes section Section 10 of the Option Award AgreementTerms and Conditions or Section 9.1 of the Plan. SUN MICROSYSTEMSIf you do not enter into a Joint Election, if approval of the Joint Election has been withdrawn by HMRC or if such Joint Election is jointly revoked by you and the Company or its Subsidiary, as applicable, the Company, in its sole discretion and without any liability to the Company or its Subsidiaries, may choose not to issue or deliver any shares to you upon exercise of the Option. (Joint Election Form below) SERVICESOURCE INTERNATIONAL, INC. 2007 OMNIBUS 2020 EQUITY INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on the date of grant of the restricted stock units ServiceSource International, Inc. 2020 Equity Incentive Plan (the “RSUsPlan”) and the Option that has been granted to you by ServiceSource International, Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s LiabilityEmployer NICs”) that may arise in connection with the RSUs granted to you, grant of the Option or in connection with future restricted stock units options granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs grant of the option will be worthless, as (under the terms of the Award Agreement), worthless and you will not be able to vest in exercise the RSUs Option or receive any benefit in connection with the RSUsOption. By entering into the Joint Election: • you agree that any liability for Employer’s Liability NICs that may arise in connection with or pursuant to the vesting exercise of the RSUs Option (and the acquisition of shares of StockShares) or other taxable events in connection with the RSUs Option will be transferred to you; and • you authorise Sun authorize the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Option Agreement and/or the Election includingJoint Election. By accepting the Option through the Company’s online acceptance procedure, but not limited to, withholding from your wages or other cash compensation payable you are agreeing to you be bound by Sun and/or your employerthe terms of the Joint Election. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Joint Election carefully before signing accepting the Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SUN MICROSYSTEMSSERVICESOURCE INTERNATIONAL, INC. 2007 OMNIBUS 2020 EQUITY INCENTIVE PLAN Restricted Stock Units for Employees in Election To Transfer the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYEmployer's National Insurance Liability to the Employee This Election is between:

Appears in 1 contract

Samples: Stock Option Award Agreement (Servicesource International, Inc.)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPerformance Stock Units, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs Performance Stock Units and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you agree to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election having been approved 18 formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required election to accomplish the transfer of the Employer’s Liability Employer NICs to you. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun and/or the Company or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Company or the Employer may collect the Employer’s Liability Employer NICs from you by any of the means set forth in the Withholding Taxes “Tax Obligations” section of the Award Agreement. SUN MICROSYSTEMSIf you do not enter into a Joint Election prior to the vesting of the Performance Stock Units or any other event giving rise to Tax-Related Items or if approval of the joint election has been withdrawn by HMRC, you will not be entitled to vest in the Performance Stock Units or receive any benefit in connection with the Performance Stock Units unless and until you enter into a Joint Election, and no Shares will be issued or delivered to you under the Plan, without any liability to the Company or the Employer. 19 XXXXXXX INC. 2007 OMNIBUS INCENTIVE AMENDED AND RESTATED 2002 STOCK PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Xxxxxxx Inc. Amended and Restated 2002 Stock Plan (the date “Plan”) and the vesting of grant of the restricted any performance stock units (“Performance Stock Units”) that may be granted to you by Xxxxxxx Inc. (the “RSUsCompany”), you are required to enter into a joint election to transfer to you any liability for employer national insurance secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs any Performance Stock Units granted to you, or in connection with future restricted stock units granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs any grant of Performance Stock Units will be worthless, worthless as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUsPerformance Stock Units. By entering into the Joint Election: • you •You agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Performance Stock Units (and the acquisition of shares of StockShares) or other taxable events in connection with the RSUs Performance Stock Units will be transferred to you; and • you •You authorise Sun the Company and/or your employer the Employer to recover an amount sufficient to cover this liability by any method of the means set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to Joint Election. •You acknowledges that even if you by Sun and/or your employer. To enter have electronically entered into the Joint Election by accepting the Award Agreement through the Company’s online acceptance procedures, the Company or the Employer may still require you to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Award Agreement through the Company’s online acceptance procedures with the Company’s designated broker/third party administrator for the Plan (or by signing the Joint Election, please sign if applicable), you are agreeing to be bound by the Election below and return it, together with terms of the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Joint Election. Please read the terms of the Joint Election carefully before signing accepting the terms of the Award Agreement and the Joint Election. Please keep a copy of the Joint Election for your records. SUN MICROSYSTEMS, 1 XXXXXXX INC. 2007 OMNIBUS INCENTIVE AMENDED AND RESTATED 2002 STOCK PLAN Restricted Stock Units for Employees in Election To Transfer the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYEmployer’s National Insurance Liability to the Employee This Election is between:

Appears in 1 contract

Samples: www.sec.gov

Joint Election. As a condition of your the Participant’s participation in the Plan and the vesting of the RSUsRestricted Stock Units, you agree the Participant agrees to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Corporation and/or the Employer in connection with the RSUs Award and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). To accomplish Without prejudice to the foregoing, you agree the Participant agrees to execute the following enter into a joint election with Sun (the “Election”)Corporation, the form of such Election joint election being formally approved by HMRCHMRC (the “Joint Election”), and any other required consent or elections required elections. The Participant further agrees to accomplish the transfer of the Employer’s Liability to you. You further agree to execute enter into such other joint elections as may be required between yourself the Participant and any successor to Sun the Corporation and/or the Employer. If you do not enter into The Participant further agrees that the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun Corporation and/or the Employer may collect the Employer’s Liability from the Participant by any of the means set forth in the Withholding Taxes section Paragraph 9 of the Award Agreement. SUN MICROSYSTEMSIf the Participant does not enter into the Joint Election prior to the vesting of the Restricted Stock Units, INCthe Participant will forfeit the Award and any Shares that have been issued will be returned to the Corporation at no cost to the Corporation, without any liability to the Corporation and the Employer. 2007 OMNIBUS B - 15 SANDISK CORPORATION 2013 INCENTIVE PLAN Election To Transfer the Employer’s National Insurance Liability to the Employee Onscreen disclaimer If you are liable to National Insurance contributions (“NICs”) in the UK on option grants or restricted stock unit awards to you, you are required to enter into a Joint Election to transfer to you any liability to employer’s NICs that may arise in connection with your awards. Clicking on the “ACCEPT” box where indicated indicates your acceptance of the Joint Election. You should read the Important Note on the Joint Election to Transfer Employer NICs before accepting the Joint Election. B - 16 SANDISK CORPORATION 2013 INCENTIVE PLAN Election To Transfer the Employer’s National Insurance Liability to the Employee Important note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident liable to National Insurance contributions (“NICs”) in the UK on the date of your option grant of the or restricted stock units (the “RSUs”)unit awards, you are required to enter into a joint election Joint Election to transfer to you any liability for employer national insurance contributions (the “Employerto employer’s Liability”) NICs that may arise in connection with the RSUs granted your awards to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into the Election, the RSUs will be worthless, as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUs. By entering into the Joint Election: • you agree that any Employeremployer’s Liability National Insurance liability that may arise in connection with or pursuant to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs your awards will be transferred to you; and • you will authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election such methods including, but not limited to, withholding deductions from your wages salary or other cash compensation payable payments due, or the sale of sufficient shares acquired pursuant to you by Sun and/or your employerawards. To enter into the Joint Election, please sign click on the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. “ACCEPT” box where indicated. Please read the terms of the Joint Election carefully before signing accepting the Award Agreement and the Joint Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS B - 17 SANDISK CORPORATION 2013 INCENTIVE PLAN Restricted Stock Units for Employees in Election To Transfer the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYEmployer’s National Insurance Liability to the Employee This Election is between:

Appears in 1 contract

Samples: www.sec.gov

Joint Election. As a condition of your my participation in the Plan and the vesting of the RSUsPlan, you I agree to accept any liability for secondary Class 1 national insurance contributions NICs (the Employer’s LiabilityEmployer NICs”) which may be payable by Sun the Company or the Employer with respect to the purchase of the shares or otherwise payable in connection with my participation in the Plan. Without prejudice to the foregoing, I agree to execute a joint election with the Company and/or the Employer in connection with the RSUs and any event giving rise to Tax-Related Items. To accomplish the foregoing, you agree to execute the following joint election with Sun (the “Election”), the form of such Election being formally approved by HM Revenue and Customs (“HMRC”), and any other consent or elections required to accomplish the transfer of the Employer’s Liability Employer NICs to youme. You I further agree to execute such other joint elections as may be required between yourself me and any successor to Sun the Company and/or the Employer. If you do not I agree to enter into the an Election when you accept the Award Agreement, or if the Election is revoked at prior to any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability event giving rise to Sun, the Employer and/or any AffiliateNICs. You I further agree that Sun the Company and/or the Employer may collect the Employer’s Liability Employer NICs by any of the means set forth in the Withholding Taxes section Section 6 of the Award Agreement. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident in the UK on the date of grant Subscription Agreement as supplemented by this Appendix A. Tax Withholding Obligations The following supplements section 6 of the restricted stock units Subscription Agreement: I shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the event giving rise to the Tax-Related Items (the “RSUsTaxable Event”) that cannot be satisfied by the means described in Section 6 of the Subscription Agreement. If payment or withholding of the Tax-Related Items (including Employer NICs) due is not made within ninety (90) days of the Taxable Event or such other period as required under U.K. law (the “Due Date”), you are required I agree that the amount of any uncollected Tax-Related Items shall constitute a loan owed by me to enter into a joint election the Employer, effective on the Due Date. I agree that the loan will bear interest at the then-current HMRC Official Rate, it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to transfer in the Subscription Agreement. If I fail to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise comply with my obligations in connection with the RSUs granted Tax-Related Items as described in this section, the Company may refuse to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) deliver the shares acquired under the Sun MicrosystemsPlan. Notwithstanding the foregoing, Inc. 2007 Omnibus Incentive Plan if I am a director or executive officer of the Company (within the “Election”meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), I shall not be eligible for a loan from the Company to cover Tax-Related Items. If you do In the event that I am a director or executive officer and Tax-Related Items are not agree to enter into collected from or paid by me by the ElectionDue Date, the RSUs amount of any uncollected Tax-Related Items may constitute a benefit to me on which additional income tax and National Insurance Contributions may be payable. I will be worthless, as responsible for reporting and paying any income tax and National Insurance contributions (including the Employer NICs) due on this additional benefit directly to HMRC under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUs. By entering into the Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22self-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYassessment regime.

Appears in 1 contract

Samples: Employee Stock Purchase Plan (Dolby Laboratories, Inc.)

Joint Election. As a condition of your my participation in the Plan and the vesting of the RSUsPlan, you I agree to accept any liability for secondary Class 1 national insurance contributions NICs (the Employer’s LiabilityEmployer NICs”) which may be payable by Sun the Company or the Employer with respect to the purchase of the shares or otherwise payable in connection with my participation in the Plan. Without prejudice to the foregoing, I agree to execute a joint election with the Company and/or the Employer in connection with the RSUs and any event giving rise to Tax-Related Items. To accomplish the foregoing, you agree to execute the following joint election with Sun (the “Election”), the form of such Election being formally approved by HM Revenue and Customs (“HMRC”), and any other consent or elections required to accomplish the transfer of the Employer’s Liability Employer NICs to youme. You I further agree to execute such other joint elections as may be required between yourself me and any successor to Sun the Company and/or the Employer. If you do not I agree to enter into the an Election when you accept the Award Agreement, or if the Election is revoked at prior to any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability event giving rise to Sun, the Employer and/or any AffiliateNICs. You I further agree that Sun the Company and/or the Employer may collect the Employer’s Liability Employer NICs by any of the means set forth in the Withholding Taxes section Section 6 of the Award Agreement. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident in the UK on the date of grant Subscription Agreement as supplemented by this Appendix A. Tax Withholding Obligations The following supplements section 6 of the restricted stock units Subscription Agreement: I shall pay to the Company or the Employer any amount of income tax that the Company or the Employer may be required to account to HMRC with respect to the event giving rise to the income tax (the “RSUsTaxable Event”) that cannot be satisfied by the means described in Section 6 of the Subscription Agreement. If payment or withholding of the income tax due is not made within ninety (90) days of the Taxable Event or such other period as required under U.K. law (the “Due Date”), you are required I agree that the amount of any uncollected income tax shall constitute a loan owed by me to enter into a joint election the Employer, effective on the Due Date. I agree that the loan will bear interest at the then-current HMRC Official Rate, it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to transfer in the Subscription Agreement. If I fail to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise comply with my obligations in connection with the RSUs granted income tax as described in this section, the Company may refuse to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) deliver the shares acquired under the Sun MicrosystemsPlan. Notwithstanding the foregoing, Inc. 2007 Omnibus Incentive Plan if I am a director or executive officer of the Company (within the “Election”). If you do not agree to enter into meaning of Section 13(k) of the Election, the RSUs will be worthlessU.S. Securities and Exchange Act of 1934, as (under the terms of the Award Agreementamended), you will I shall not be able to vest in eligible for a loan from the RSUs or receive any benefit in connection with the RSUs. By entering into the Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient Company to cover this liability by any method set forth in income tax. In the Award Agreement and/or the Election including, but event that I am a director or executive officer and income tax is not limited to, withholding collected from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYpaid

Appears in 1 contract

Samples: Employee Stock Purchase Plan (Dolby Laboratories, Inc.)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun the Company and/or the Employer in connection with the RSUs Option and any event giving rise to Tax-Related ItemsItems (the “Employer’s Liability”). To accomplish Without prejudice to the foregoing, you agree to execute the following joint election with Sun (the “Election”)Company, the form of such Election joint election being formally approved by HMRC, HMRC (the “Joint Election”) and any other consent or elections election required to accomplish the transfer of the Employer’s Liability to you. You understand that the Joint Election applies to any Option granted to you under the Plan after the execution of the Joint Election. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun the Company and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun the Company and/or the Employer may collect the Employer’s Liability from you by any of the means set forth in the Withholding Taxes section Section 5 of the Award Agreement. SUN MICROSYSTEMSIf you do not enter into a Joint Election prior to the exercise of the Option or any other event giving rise to Tax-Related Items, INCyou will not be entitled to exercise the Option or receive any benefit in connection with the Option unless and until you enter into a Joint Election, and no Shares or other benefit pursuant to the Option will be issued to you under the Plan, without any liability to the Company and/or the Employer. 2007 OMNIBUS INCENTIVE PLAN END OF AGREEMENT Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on the date of grant of the restricted stock units The WhiteWave Foods Company 2012 Stock Incentive Plan (the “RSUsPlan”) and the stock option (the “Option”) that has been granted to you by The WhiteWave Foods Company (the “Company”), you You are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, Option or in connection with future restricted stock units any options that may be granted by the Company to you, by Sun Microsystems, Inc. (“Sun”) you under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs grant of the Option will be worthless, as (under the terms of the Award Agreement), and you will not be able to vest in exercise the RSUs Option or receive any benefit in connection with the RSUsOption. By entering into the Joint Election: • you You agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting exercise of the RSUs Option (and or any stock options granted to you under the Plan) or the acquisition of shares of Stock) the Company or other taxable events in connection with the RSUs Option (or any other options granted under the Plan) will be transferred to you; and you You authorise Sun the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Stock Option Award Agreement and/or the Joint Election; and • You acknowledge that even if you have accepted the Joint Election includingvia the Company’s online procedure, but not limited tothe Company or Participant’s employer may still require you to sign a paper copy of the Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election. By accepting the Options through the Company’s online acceptance procedure at E*Trade (or by signing the Notice of Grant) , withholding from your wages or other cash compensation payable you are agreeing to you be bound by Sun and/or your employerthe terms of the Joint Election. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Joint Election carefully before signing accepting the Stock Option Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS records.6 THE WHITEWAVE FOODS COMPANY 2015 Stock Option under the 2012 STOCK INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARY(UK Employees)

Appears in 1 contract

Samples: Qualified Stock Option Agreement (WHITEWAVE FOODS Co)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsRestricted Stock Units, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) National Insurance contributions, which may be payable by Sun the Company and/or the Employer in connection with the RSUs Restricted Stock Units, and any event giving rise to Tax-Related ItemsItems (the “Employer NICs”). To accomplish Without prejudice to the foregoing, you agree to execute the following a joint election with Sun (the “Election”)Company, the form of such Election being joint election having been approved formally approved by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or elections required to accomplish the transfer of the Employer’s Liability to youelection. You further agree to execute such other joint elections as may be required between yourself you and any successor to Sun and/or the Company or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Company or the Employer may collect the Employer’s Liability Employer NICs from you by any of the means set forth in the Withholding Taxes “Tax Obligations” section of the Award Agreement. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident in the UK on the date of grant of the restricted stock units (the “RSUs”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Election”). If you do not agree to enter into a Joint Election prior to the Election, the RSUs will be worthless, as (under the terms vesting of the Award Agreement)Restricted Stock Units, you will not be able entitled to vest in the RSUs Restricted Stock Units unless and until you enter into a Joint Election, and no Shares will be issued to you under the Plan, without any liability to the Company or receive the Employer. Tax Obligations. The following provision supplements the “Tax Obligations” section of the Award Agreement: You agree that, if you do not pay or the Company or the Employer does not withhold from you, the full amount of Tax-Related Items that you owe upon vesting of the Restricted Stock Units, or the release or assignment of the Restricted Stock Units for consideration, or the receipt of any other benefit in connection with the RSUsRestricted Stock Units (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Xxx 0000, the amount that should have been withheld shall constitute a loan owed by you to the Company and/or the Employer, effective 90 days after the Taxable Event. By entering into the Election: • you You agree that the loan will bear interest at the official HMRC rate and immediately will be due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by withholding such amount from salary, bonus or any other funds due to you by the Company or the Employer’s Liability that may arise , by withholding in connection with or pursuant to the Shares issued upon vesting of the RSUs (and Restricted Stock Units or from the acquisition cash proceeds from the sale of shares Shares or by demanding cash or a check from you. You also authorize the Company to delay the issuance of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable Shares to you by Sun and/or your employerunless and until the loan is repaid in full. To enter into Notwithstanding the Electionforegoing, please sign if you are an executive officer or a director within the Election below and return itmeaning of Section 13(k) of the Exchange Act, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Election carefully before signing immediately foregoing provision will not apply. In the Award Agreement event that you are an executive officer or a director and the Election. Please keep a copy Tax-Related Items are not collected within 90 days of the Election Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to you on which additional income tax and National Insurance contributions may be payable. You acknowledge that you will be responsible for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in reporting any income tax and National Insurance contributions (including Employer NICs) due on this additional benefit directly to HMRC under the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYself-assessment regime.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Trimble Navigation LTD /Ca/)

Joint Election. As a condition of your participation in the Plan and the vesting of the RSUsPlan, you agree to accept any liability for secondary Class 1 national insurance contributions (the “Employer’s Liability”) which may be payable by Sun the Company and/or the Employer in connection with the RSUs Award and any event giving rise to Tax-Related Items. To accomplish the foregoing, you agree to execute the following joint election with Sun the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer’s Liability to you. You further agree to execute such other joint elections as may be required between yourself and any successor to Sun the Company and/or the Employer. If you do not enter into the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun the Company and/or the Employer may collect the Employer’s Liability by any of the means set forth in Section 9.2 of the Withholding Taxes section Agreement. If you do not enter into a Joint Election prior to vesting of the Award Agreementor any other event giving rise to Tax-Related Items, you will forfeit the Units and any benefits in connection with the Award, and any Shares that have been issued will be returned to the Company at no cost to the Company, without any liability to the Company and/or the Employer. SUN MICROSYSTEMSITRON, INC. 2007 OMNIBUS 2010 STOCK INCENTIVE PLAN Important Note on the Joint Election to Transfer Employer NICs If you are resident and ordinarily resident National Insurance Contributions As a condition of participation in the UK on Itron, Inc. 2010 Stock Incentive Plan (the date of grant “Plan”) and the vesting of the restricted stock units unit award (the “RSUsAward”) that has been granted to you by Itron, Inc. (the “Company”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions (the “Employer’s Liability”) that may arise in connection with the RSUs granted to youAward, or in connection with future restricted stock units unit awards, granted to you, you by Sun Microsystems, Inc. (“Sun”) the Company under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “Joint Election”). If you do not agree to enter into the Joint Election, the RSUs Award will be worthless, as (under the terms of the Restricted Stock Unit Award Agreement), you will not be able to vest in the RSUs Award or receive any benefit in connection with the RSUsAward. By entering into the Joint Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs Award (and the acquisition of shares of Stockthe Company’s common stock) or other taxable events in connection with the RSUs Award will be transferred to you; and • you authorise Sun the Company and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Restricted Stock Unit Award Agreement and/or the Election including, but not limited to, withholding from Joint Election. Indicating your wages or other cash compensation payable acceptance of the Restricted Stock Unit Award Agreement indicates your agreement to you be bound by Sun and/or your employerthe terms of the Joint Election. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read the terms of the Joint Election carefully before signing accepting the Restricted Stock Unit Award Agreement and the Joint Election. Please print and keep a copy of the Joint Election for your records. SUN MICROSYSTEMSITRON, INC. 2007 OMNIBUS 2010 STOCK INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYSECONDARY CLASS 1 NATIONAL INSURANCE LIABILITY TO THE EMPLOYEE

Appears in 1 contract

Samples: www.sec.gov

Joint Election. The Company reserves the right to transfer Secondary Class 1 NICs to the Participant. As a condition of your participation participating in the Plan Plan, the Participant acknowledges and agrees that the vesting of Participant may be liable for the RSUs, you agree to accept any liability for secondary Secondary Class 1 national insurance contributions (the “Employer’s Liability”) NICs which may be payable by Sun and/or the Company or the Employer (or by any successor to the Company or the Employer) with respect to the acquisition of Shares pursuant to the Stock Units, the assignment or release of the Stock Units for consideration, or the receipt of any other benefit in connection with the RSUs Stock Units and that liability for the Secondary Class 1 NICs payments may be transferred to the Participant to the fullest extent permitted by law. If the Company chooses to transfer the Secondary Class 1 NICs, and without limitation to the above, the Participant agrees to make an election, in the form specified and/or approved for such election by HMRC, that the liability for the Secondary Class 1 NICs payments on any event giving rise such gains shall be transferred to Tax-Related Items. To accomplish the foregoing, you agree to execute the following joint election with Sun Participant (the “Election”), the form of such Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer’s Liability to you. You The Participant further agree agrees to execute such other joint elections as may be required between yourself the Participant and any successor to Sun the Company and/or the Employer. If you do not enter into The Participant hereby authorizes the Election when you accept the Award Agreement, or if the Election is revoked at any time by HMRC, the RSUs will cease vesting Company and become null and void, and no shares of Stock will be acquired under the Plan, without any liability to Sun, the Employer and/or any Affiliate. You further agree that Sun and/or the Employer may collect the Employer’s Liability to withhold such Secondary Class 1 NICs by any of the means set forth in the Withholding Taxes section Section 7 of the Award AgreementAgreement if and when such Secondary Class 1 NICs are transferred to the Participant. SUN MICROSYSTEMSFurther, INC. 2007 OMNIBUS INCENTIVE PLAN Important Note on if the Joint Election Company chooses to Transfer Employer transfer the Secondary Class 1 NICs If you are resident payments and ordinarily resident in the UK on Participant does not make an Election, or the date of grant approval of the restricted stock units Election is been withdrawn by HMRC, or the Election is jointly revoked by the Participant and the Company or the Employer, as applicable, then these Stock Units shall, at the discretion of the Company, without any liability to the Company or the Employer, cease vesting and become null and void. * * * * * MARVELL TECHNOLOGY GROUP LTD. AMENDED AND RESTATED 1995 STOCK OPTION PLAN Stock Unit Election Form (2018 Election) Please complete and return this Stock Unit Election Form (the “RSUsElection Form”), you are required to enter into a joint election to transfer to you any liability for employer national insurance contributions as described below, so that is received on or before [___________] (the “Employer’s Liability”) that may arise in connection with the RSUs granted to you, or in connection with future restricted stock units granted to you, by Sun Microsystems, Inc. (“Sun”) under the Sun Microsystems, Inc. 2007 Omnibus Incentive Plan (the “ElectionSubmission Deadline”). If you do not agree , to enter into the Election[______], the RSUs will be worthless0000 Xxxxxxx Xxxx, as (under the terms of the Award Agreement), you will not be able to vest in the RSUs or receive any benefit in connection with the RSUs. By entering into the Election: • you agree that any Employer’s Liability that may arise in connection with or pursuant to the vesting of the RSUs (and the acquisition of shares of Stock) or other taxable events in connection with the RSUs will be transferred to you; and • you authorise Sun and/or your employer to recover an amount sufficient to cover this liability by any method set forth in the Award Agreement and/or the Election including, but not limited to, withholding from your wages or other cash compensation payable to you by Sun and/or your employer. To enter into the Election, please sign the Election below and return it, together with the Award Agreement, to: Global Stock Plan Services Sun Microsystems SCA 22-120 4220 Network Circle Santa Clara, CA 95054 U.S.A. Please read or [_____]@xxxxxxx.xxx. Any Election Form not received by the terms Submission Deadline will be void. I understand that my Election Form will become irrevocable effective as of the Submission Deadline. An election can be revoked or changed prior to the Submission Deadline by timely submitting a new Election carefully before signing Form as described above. A revocation must include a simple statement that a previous Election Form is cancelled and must be acknowledged and countersigned by the Award Agreement and the Election. Please keep a copy of the Election for your records. SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN Restricted Stock Units for Employees in the United Kingdom FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARYCompany.

Appears in 1 contract

Samples: Stock Unit Agreement (Marvell Technology Group LTD)

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