Common use of Joint Election Clause in Contracts

Joint Election. As a condition of participation in the Plan, Awardee agrees to accept any liability for secondary Class 1 National Insurance contributions which may be payable by the Company and/or the Employer in connection with the Stock Award and any event giving rise to Tax-Related Items (the “Employer’s Liability”). Without prejudice to the foregoing, Awardee agrees to execute a joint election with the Company or the Employer, the form of such joint election being formally approved by HMRC (the “Joint Election”) and any other consent or election required to accomplish the transfer of the Employer’s Liability to Awardee. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after the execution of the Joint Election. Awardee further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Awardee further agrees that the Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Section 7 of the Award Agreement. If Awardee does not enter into a Joint Election prior to the first vesting date of the Stock Award or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Stock Award or receive any benefit in connection with the Stock Award unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Stock Award will be issued to Awardee under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Awardee is a U.S. taxpayer and the application of this provision would cause the Stock Award to fail to qualify under an exemption from, or comply with, Section 409A of the Code, as determined by the Company. There are currently no country-specific provisions.

Appears in 2 contracts

Sources: Global Stock Award Agreement (Keysight Technologies, Inc.), Global Stock Award Agreement (Keysight Technologies, Inc.)

Joint Election. As a condition of participation in the PlanPlan and the exercise of the Option, Awardee Participant agrees to accept any liability for secondary Class 1 National Insurance national insurance contributions which may be payable by the Company and/or the Employer in connection with the Stock Award Option and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Awardee Participant agrees to execute a joint election with the Company or the EmployerCompany, the form of such joint election being formally approved by HMRC Her Majesty’s Revenue & Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability to Awardeeelection. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after the execution of the Joint Election. Awardee Participant further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Awardee Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her by any of the means set forth in Section 7 F of the Award Agreement. If Awardee Participant does not enter into a Joint Election prior to the first vesting date exercise of the Stock Award or any other event giving rise to Tax-Related ItemsOption, he or she will not be entitled to vest in exercise the Stock Award or receive any benefit in connection with the Stock Award Option unless and until he or she enters into a Joint Election, Election and no Shares or other benefit pursuant to the Stock Award will be issued to Awardee Participant under the Plan, without any liability to the Company and/or the Employer; provided. 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 ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ (the “Due Date”), howeverthe amount of any uncollected Tax-Related Items shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that this provision 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 recover it at any time thereafter by any of the means referred to in Section F of the Award Agreement. Notwithstanding 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 apply if Awardee be eligible for a loan from the Company to cover the Tax-Related Items. In the event that Participant is a U.S. taxpayer director or executive officer and the application of this provision would cause the Stock Award to fail to qualify under an exemption from, Tax-Related Items are not collected from or comply with, Section 409A of the Code, as determined paid by him or her by the CompanyDue 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. There are currently no countryParticipant 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-specific provisions.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. Aruba Networks, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. Sunnyvale, CA 94089-1113 Attention: Stock Plan Administration

Appears in 2 contracts

Sources: Stock Option Award Agreement (Aruba Networks, Inc.), Stock Option Award Agreement (Aruba Networks, Inc.)

Joint Election. As a condition of participation in the Plan, Awardee agrees to accept any liability for secondary Class 1 National Insurance contributions which may be payable by the Company and/or the Employer in connection with the Stock Award and any event giving rise to Tax-Related Items (the "Employer’s 's Liability"). Without prejudice to the foregoing, Awardee agrees to execute enter into a joint election with the Company or the Employer, the form of such joint election being formally approved by HMRC (the "Joint Election") and any other consent or election required to accomplish the transfer of the Employer’s 's Liability to Awardee. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after the execution of he or she has entered into the Joint Election. Awardee further agrees to execute enter into such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Awardee further agrees that the Company and/or the Employer may collect the Employer’s 's Liability from him or her by any of the means set forth in Section 7 of the Award Agreement. If Awardee does not enter into a Joint Election prior to the first vesting date of the Stock Award or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Stock Award or receive any benefit in connection with the Stock Award unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Stock Award will be issued to Awardee under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Awardee is a U.S. taxpayer and the application of this provision would cause the Stock Award to fail to qualify under an exemption from, or comply with, Section 409A of the Code, as determined by the Company. There are currently no country-specific provisions.

Appears in 2 contracts

Sources: Global Stock Award Agreement (Keysight Technologies, Inc.), Global Stock Award Agreement (Keysight Technologies, Inc.)

Joint Election. As If Participant is a condition of participation tax resident in the PlanUK, Awardee agrees the Restricted Stock Unit grant is conditional upon Participant’s agreement to accept any liability for any secondary Class 1 National Insurance national insurance contributions which may be payable by the Company and/or the Employer in connection with the Stock Award and any event giving rise to Tax-Related Items tax liability in relation to the Restricted Stock Units (the Employer’s LiabilityEmployer NICs”). 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, Awardee Participant agrees to execute enter into a joint election with the Company or the EmployerEmployer (a “Joint Election”), the form of such joint election Joint Election being formally approved by HMRC (the “Joint Election”) HMRC, and any other consent or election elections required to accomplish the transfer of the Employer’s Liability Employer NICs to AwardeeParticipant. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after the execution of the Joint Election. Awardee Participant further agrees to execute enter into such other joint elections as may be required between him or her and by any successor to the Company and/or the Employer. Awardee further agrees that Employer for the Company and/or purpose of continuing the Employer may collect the Employereffectiveness of Participant’s Liability from him or her by any of the means set forth in Section 7 of the Award AgreementJoint Election. If Awardee Participant does not enter into a the Joint Election prior to vesting in the first vesting date Restricted Stock Units, or if approval of the Joint Election is withdrawn by HMRC and a new Joint Election is not entered into, the Restricted Stock Award or any other event giving rise to Tax-Related Items, he or she will Units shall become null and void and may not be entitled to vest in the Stock Award or receive any benefit in connection with the Stock Award unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Stock Award will be issued to Awardee under the Plansettled, without any liability to the Company and/or or its Subsidiaries. Participant must enter into the Employer; providedJoint Election attached to this Exhibit B, however, that this provision shall not apply if Awardee is a U.S. taxpayer and concurrent with the application execution or electronic acceptance of this provision would cause the Stock Award to fail to qualify under an exemption fromAgreement, or comply with, Section 409A of the Code, at such subsequent time as determined may be designated by the Company. There are currently no country-specific provisionsIf Participant is liable for National Insurance contributions (“NICs”) in the United Kingdom (“UK”) in connection with Participant’s participation in the Ambarella, Inc. 2021 Equity Incentive Plan (the “Plan”), Participant is required to enter into an Election to transfer to Participant any liability for employer’s NICs that may arise in connection with his or her participation in the Plan. Clicking on the [“ACCEPT”] box indicates Participant’s acceptance of the Election. Participant should read the “Important Note on the Election to Transfer Employer NICs” before accepting the Election.

Appears in 2 contracts

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

Joint Election. As a condition of participation in the PlanPlan and the exercise of the Option, Awardee Participant agrees to accept any liability for secondary Class 1 National Insurance national insurance contributions which that may be payable by the Company and/or the Employer in connection with the Stock Award Option and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Awardee Participant agrees to execute a joint election with the Company or the EmployerCompany, the form of such joint election being formally approved by HMRC Her Majesty's Revenue & Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability to Awardeeelection. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after the execution of the Joint Election. Awardee Participant further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Awardee Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her by any of the means set forth in Section 7 “Responsibility for Taxes” section of the Award AgreementTerms and Conditions of Stock Option Grant. If Awardee Participant does not enter into a Joint Election prior to the first vesting date exercise of the Stock Award or any other event giving rise to Tax-Related ItemsOption, he or she will not be entitled to vest in exercise the Stock Award or receive any benefit in connection with the Stock Award Option unless and until he or she enters into a Joint Election, Election and no Shares or other benefit pursuant to the Stock Award will be issued to Awardee Participant under the Plan, without any liability to the Company and/or the Employer; provided. This section supplements the “Responsibility for Taxes” section of the Terms and Conditions of Stock Option Grant. 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 Pensions) Act 2003 (the “Due Date”), howeverthe amount of any uncollected Tax-Related Items shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that this provision 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 recover it at any time thereafter by any of the means referred to in the “Responsibility for Taxes” section of the Terms and Conditions of Stock Option Grant. Notwithstanding 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 apply if Awardee be eligible for a loan from the Company to cover the Tax-Related Items. In the event that Participant is a U.S. taxpayer 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. GESDMS/6544036.12 Fortinet, Inc. 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Sunnyvale, CA 94086 Attention: Stock Administration Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of Fortinet, Inc. (the “Company”) under and pursuant to the 2009 Equity Incentive Plan (the “Plan”) and the application of this provision would cause Stock Option Award Agreement dated ________ (the Stock Award to fail to qualify under an exemption from, or comply with, Section 409A of Agreement”). The purchase price for the CodeShares will be $_____________, as determined required by the Company. There are currently no country-specific provisionsAward Agreement.

Appears in 1 contract

Sources: Stock Option Award Agreement (Fortinet Inc)

Joint Election. As a condition of participation in the PlanPlan and the exercise of the Option, Awardee Participant agrees to accept any liability for secondary Class 1 National Insurance national insurance contributions which may be payable by the Company and/or the Employer in connection with the Stock Award Option and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Awardee Participant agrees to execute a joint election with the Company or the EmployerCompany, the form of such joint election being formally approved by HMRC Her Majesty’s Revenue & Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability Employer NICs to AwardeeParticipant. Awardee Participant understands that the Joint Election applies to any Stock Award option granted to him or her under the Plan after the execution of the Joint Election. Awardee Participant further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Awardee Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her by any of the means set forth in Section 7 F of the Award Agreement. , as supplemented by this Exhibit A. If Awardee Participant does not enter into a Joint Election prior to the first vesting date exercise of the Stock Award or any other event giving rise to Tax-Related ItemsOption, he or she will not be entitled to vest in exercise the Stock Award or receive any benefit in connection with the Stock Award Option unless and until he or she enters into a Joint Election, Election and no Shares or other benefit pursuant to the Stock Award will be issued to Awardee Participant under the Plan, without any liability to the Company and/or the Employer; provided. This section supplements Section F of the Award Agreement. If payment or withholding of the income tax due is not made within ninety (90) days of the event giving rise to the liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ (the “Due Date”), howeverthe amount of any uncollected income tax shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that this provision 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 recover it at any time thereafter by any of the means referred to in Section F of the Award Agreement. Notwithstanding 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 apply if Awardee be eligible for a loan from the Company to cover the income tax due. In the event that Participant is a U.S. taxpayer director or executive officer and the application of this provision would cause the Stock Award to fail to qualify under an exemption from, income tax due is not collected from or comply with, Section 409A of the Code, as determined paid by him or her by the CompanyDue Date, the amount of any uncollected income tax will constitute a benefit to Participant on which additional income tax and NICs will be payable. There are currently no countryParticipant will be responsible for reporting any income tax and NICs due on this additional benefit directly to HMRC under the self-specific provisions.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. Aruba Networks, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. Sunnyvale, CA 94089-1113 Attention: Stock Plan Administration

Appears in 1 contract

Sources: Stock Option Award Agreement (Aruba Networks, Inc.)

Joint Election. As a condition of the Awardee’s participation in the Plan, the Awardee agrees to accept any liability for secondary Class 1 National Insurance contributions which may be payable by the Company and/or the Employer in connection with the Stock Award Option and any event giving rise to Tax-Related Items (the “Employer’s Liability”). Without prejudice to the foregoing, the Awardee agrees to execute a joint election with the Company or the Employer, the form of such joint election being formally approved by HMRC (the “Joint Election”) ), and any other consent or election required to accomplish the transfer of the Employer’s Liability to the Awardee. The Awardee understands that the Joint Election applies to any Stock Award Option granted to him or her under the Plan after the execution of the Joint Election. The Awardee further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. The Awardee further agrees that the Company and/or the Employer may collect the Employer’s Liability from him or her by any of the means set forth in Section 7 10 of the Award Agreement. If the Awardee does not enter into a Joint Election prior to the first vesting date exercise of the Stock Award Option or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in exercise the Stock Award Option or receive any benefit in connection with the Stock Award Option unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Stock Award Option will be issued to Awardee under the Plan, without any liability to the Company and/or the Employer; provided, however, that this provision shall not apply if Awardee is a U.S. taxpayer and the application of this provision would cause the Stock Award to fail to qualify under an exemption from, or comply with, Section 409A of the Code, as determined by the Company. There are currently no country-specific provisions.

Appears in 1 contract

Sources: Global Stock Option Award Agreement (Keysight Technologies, Inc.)

Joint Election. As a condition of participation in the Planexercise of the Option, Awardee the Participant agrees to accept any liability for secondary Class 1 National Insurance contributions Contributions (the “ Employer NICs”) which may be payable by the Company and/or or the Employer with respect to the exercise of the Option or otherwise payable with respect to a benefit derived in connection with the Stock Award and any event giving rise to Tax-Related Items (the “Employer’s Liability”)Option. Without prejudice limitation to the foregoing, Awardee the Participant agrees to execute a joint election with between the Company or and/or the Employer, Employer and the form of such joint election being formally approved by HMRC Participant (the “Joint Election”) ), the form of such Joint Election being formally approved by HMRC, and any other consent or election required to accomplish the transfer of the Employer’s Liability Employer NICs to Awardeethe Participant. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after the execution of the Joint Election. Awardee The Participant further agrees to execute such other joint elections as may be required between him or her the Participant and any successor to the Company and/or its Affiliates. If the EmployerParticipant does not enter into a Joint Election prior to exercise of the Option, any purported exercise of the Option shall be null and void without any liability to the Company and/or its Affiliates. Awardee The Participant further agrees that the Company and/or the Employer its Affiliates may collect the Employer’s Liability Employer NICs from him or her the Participant by any of the means set forth in Section 7 4.10 of the Award AgreementPlan. If Awardee does not enter into a Joint Section 431 Election prior Each Participant who is, at the date he or she acquires Ordinary Shares pursuant to the first vesting date of Option, resident in the Stock Award or any other event giving rise to Tax-Related Items, United Kingdom for United Kingdom tax purposes hereby undertakes that he or she will enter into such election with his or her employing company under Section 43191) of the Income Tax (Earnings and ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ as the employing company may require, no later than 14 days after such subscription or acquisition. Data Privacy Notice and Consent This provision supplements Section 12 of the Agreement: By participating in the Plan, each Participant acknowledges and agrees to the holding of information about him or her by the Company and any Affiliate and he or she authorizes the Company and each Affiliate and their agents and advisers to use such information for the purposes of the Plan. By participating in the Plan, the Participant further acknowledges and agrees, further to the consent to the transfer of personal data contained in Section 12 of the Agreement, that personal data may be transmitted to third parties outside of the European Economic Area in the course of the implementation, administration and management of the Plan by agents of the Company or any Affiliate wherever located. Participation in Plan and Employment No individual shall have any claim against the Company or any Affiliate arising out of his or her not being admitted to participation in the Plan which (for the avoidance of all, if any, doubt) is entirely at the discretion of the Board. The Plan shall not form part of any contract of employment or contract for services between the Company or any Affiliate and any individual and the rights and obligations of any individual under the terms of his or her office or employment with the Company or any Affiliate shall not be affected by his or her participation in the Plan. Participation in the Plan shall be on the express condition that ceasing to participate in the Plan and/or the loss of subsisting Options (or parts thereof) for any reason in accordance with the terms of the Plan shall not afford any individual rights to compensation or damages under the terms of his or her office or employment with the Company or any Affiliate or otherwise by reason of his or her Employment. No Participant shall be entitled to vest claim compensation or damages from the Company or any Affiliate in respect of any diminution or extinction of his or her rights or benefits (actual or potential) pursuant to any Option granted to him or her as a result of the exercise or failure to exercise any discretion vested in the Stock Award Board under the Plan to the advantage or receive fullest advantage of the Participant. The Company and each Affiliate shall be entirely free to conduct its affairs as it sees fit without regard to any benefit consequences under, upon or in connection with relation to the Stock Award unless and until he Plan or she enters into a Joint Election, and no Shares any Option or other Participant. Neither the grant of the Option nor any benefit pursuant to the Stock Award will Option shall form part of an individual’s pensionable remuneration for the purposes of any pension plan or similar arrangement which may be issued to Awardee under the Plan, without any liability to operated by the Company and/or the Employer; provided, however, that this provision shall not apply if Awardee is a U.S. taxpayer and the application of this provision would cause the Stock Award to fail to qualify under an exemption from, or comply with, Section 409A of the Code, as determined by the Companyany Affiliate. There are currently no country-specific provisions.UNITED STATES

Appears in 1 contract

Sources: Employment Agreement

Joint Election. As a condition of participation in the PlanPlan and the exercise of the Option, Awardee Participant agrees to accept any liability for secondary Class 1 National Insurance national insurance contributions which that may be payable by the Company and/or the Employer in connection with the Stock Award Option and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Awardee Participant agrees to execute a joint election with the Company or the EmployerCompany, the form of such joint election being formally approved by HMRC Her Majesty's Revenue & Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability to Awardeeelection. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after the execution of the Joint Election. Awardee Participant further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Awardee Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her by any of the means set forth in Section 7 “Responsibility for Taxes” section of the Award AgreementTerms and Conditions of Stock Option Grant. If Awardee Participant does not enter into a Joint Election prior to the first vesting date exercise of the Stock Award or any other event giving rise to Tax-Related ItemsOption, he or she will not be entitled to vest in exercise the Stock Award or receive any benefit in connection with the Stock Award Option unless and until he or she enters into a Joint Election, Election and no Shares or other benefit pursuant to the Stock Award will be issued to Awardee Participant under the Plan, without any liability to the Company and/or the Employer; provided. This section supplements the “Responsibility for Taxes” section of the Terms and Conditions of Stock Option Grant. 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 Pensions) Act 2003 (the “Due Date”), howeverthe amount of any uncollected Tax-Related Items shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that this provision 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 recover it at any time thereafter by any of the means referred to in the “Responsibility for Taxes” section of the Terms and Conditions of Stock Option Grant. Notwithstanding 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 apply if Awardee be eligible for a loan from the Company to cover the Tax-Related Items. In the event that Participant is a U.S. taxpayer 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. GESDMS/6544036.12 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. GESDMS/6544036.12 Fortinet, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Sunnyvale, CA 94086 Attention: Stock Administration Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of Fortinet, Inc. (the “Company”) under and pursuant to the 2009 Equity Incentive Plan (the “Plan”) and the application of this provision would cause Stock Option Award Agreement dated ________ (the Stock Award to fail to qualify under an exemption from, or comply with, Section 409A of Agreement”). The purchase price for the CodeShares will be $_____________, as determined required by the Company. There are currently no country-specific provisionsAward Agreement.

Appears in 1 contract

Sources: Stock Option Award Agreement (Fortinet Inc)

Joint Election. As a condition of participation in the PlanPlan and the exercise of the Option, Awardee Participant agrees to accept any liability for secondary Class 1 National Insurance national insurance contributions which that may be payable by the Company and/or the Employer in connection with the Stock Award Option and any event giving rise to Tax-Related Items (the “Employer’s LiabilityEmployer NICs”). Without prejudice to the foregoing, Awardee Participant agrees to execute a joint election with the Company or the EmployerCompany, the form of such joint election being formally approved by HMRC Her Majesty’s Revenue & Customs (“HMRC”) (the “Joint Election”) ), and any other required consent or election required to accomplish the transfer of the Employer’s Liability to Awardeeelection. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after the execution of the Joint Election. Awardee Participant further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. Awardee Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her by any of the means set forth in Section 7 “Responsibility for Taxes” section of the Award AgreementTerms and Conditions of Stock Option Grant. If Awardee Participant does not enter into a Joint Election prior to the first vesting date exercise of the Stock Award or any other event giving rise to Tax-Related ItemsOption, he or she will not be entitled to vest in exercise the Stock Award or receive any benefit in connection with the Stock Award Option unless and until he or she enters into a Joint Election, Election and no Shares or other benefit pursuant to the Stock Award will be issued to Awardee Participant under the Plan, without any liability to the Company and/or the Employer; provided. This section supplements the “Responsibility for Taxes” section of the Terms and Conditions of Stock Option Grant. If payment or withholding of the income tax due is not made within ninety (90) days of the end of the U.K. tax year (April 6 - April 5) in which such event giving rise to the Tax-Related Items occurs, howeveror such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pens▇▇▇▇) ▇▇▇ ▇▇▇▇ (▇▇e “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant agrees that this provision the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue & Customs (“HMRC”), 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 in Section 10 of the Award Agreement. Notwithstanding 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 Exchange Act of 1934, as amended), Participant shall not apply if Awardee be eligible for a loan from the Company to cover the income tax. In the event that Participant is a U.S. taxpayer director or executive officer and income tax not collected from or paid by Participant by the Due Date, the amount of any uncollected income tax may constitute a benefit to Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. Participant -24- acknowledges that Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as applicable) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from Participant at any time thereafter by any of the means referred to in Section 6 of the Award Agreement. Fortinet, Inc. 899 ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇tention: Stock Administration Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of Fortinet, Inc. (the “Company”) under and pursuant to the Amended and Restated 2009 Equity Incentive Plan (the “Plan”) and the application of this provision would cause Stock Option Award Agreement dated ________ (the Stock Award to fail to qualify under an exemption from, or comply with, Section 409A of Agreement”). The purchase price for the CodeShares will be $_____________, as determined required by the Company. There are currently no country-specific provisionsAward Agreement.

Appears in 1 contract

Sources: Stock Option Award Agreement (Fortinet, Inc.)