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. UNITED STATES There are currently no country-specific provisions.

Appears in 2 contracts

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

AutoNDA by SimpleDocs

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. UNITED STATES There are currently no country-specific provisions.

Appears in 2 contracts

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

Joint Election. As a condition of participation in the purchase of Shares under the Plan, Awardee Participant agrees to accept any liability for secondary Class 1 National Insurance contributions NICs (“Employer NICs”) which may be payable by the Company and/or or the Employer with respect to the purchase of the Shares or otherwise payable in connection with the Stock Award Option and any event giving rise the right to Tax-Related Items (the “Employer’s Liability”)acquire Shares. Without prejudice to the foregoing, Awardee Participant agrees to execute a joint election with the Company or and/or the EmployerEmployer (the “Election”), the form of such joint election Election being formally approved by HMRC HM Revenue and Customs (the Joint ElectionHMRC) ), 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 such other joint elections as may be required between him or her Participant and any successor to the Company and/or the Employer. Awardee Participant agrees to enter into an Election prior to the exercise of any Options. Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability from him or her Employer NICs by any of the means set forth in Section 7 II.F of the Award Option Agreement. If Awardee does not enter into a Joint Election prior Tax Withholding Obligations. The following supplements section II.F of the Option Agreement: Participant shall pay to the first vesting date Company or the Employer any amount of income tax that the Stock Award Company or any other the Employer may be required to account to HMRC with respect to the event giving rise to the income tax (the “Taxable Event”) that cannot be satisfied by the means described in Section II.F of the Option Agreement. If payment or withholding of the income tax (including Employer NICs) due is not made within ninety (90) days of the end of the U.K. tax year (April 6 - April 5) in which the Taxable Event occurs or such other period as required under U.K. law (the “Due Date”), Participant agrees that 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 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 in the Option Agreement. If Participant fails to comply with his or her obligations in connection with the income tax as described in this section, the Company may refuse to deliver the Shares acquired under the Plan. Notwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), Participant shall not be eligible for a loan from the Company to cover 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 Participant by the Due Date, he the amount of any uncollected Tax-Related Items may constitute a benefit to Participant on which additional income tax and National Insurance Contributions may be payable. Participant 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 she will not be entitled the Employer (as appropriate) for the value of any employee National Insurance Contributions due on this additional benefit which the Company or the Employer may recover from Participant any time thereafter by any of the means referred 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. UNITED STATES There are currently no country-specific provisionsOption Agreement.

Appears in 2 contracts

Samples: Global Stock Option Agreement (Dolby Laboratories, Inc.), Global Stock Option Agreement (Dolby Laboratories, 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. Tax Obligations/Withholding Authorization 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 Pensxxxx) Xxx 0000 (xxe “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. EXHIBIT C AMENDED AND RESTATED FORTINET, INC. 2009 EQUITY INCENTIVE PLAN EXERCISE NOTICE Fortinet, Inc. 899 Xxxxx Xxxx, Xxxxxxxxx, XX 00000 Xxtention: 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. UNITED STATES There are currently no country-specific provisionsAward Agreement.

Appears in 1 contract

Samples: 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. Tax Obligations/Withholding Authorization 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 Xxxxxxxx) Xxx 0000 (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. UNITED STATES 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. EXHIBIT B EXHIBIT B ARUBA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN EXERCISE NOTICE Aruba Networks, Inc. 0000 Xxxxxxxx Xxx. Sunnyvale, CA 94089-1113 Attention: Stock Plan Administration

Appears in 1 contract

Samples: Incentive Plan Stock Option Award Agreement (Aruba Networks, 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. Tax Obligations/Withholding Authorization 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. 18 GESDMS/6544036.12 EXHIBIT C FORTINET, INC. 2009 EQUITY INCENTIVE PLAN EXERCISE NOTICE Fortinet, Inc. 1000 Xxxxx Xxxx, 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. UNITED STATES There are currently no country-specific provisionsAward Agreement.

Appears in 1 contract

Samples: Stock Option Award Agreement (Fortinet 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. UNITED STATES There are currently no country-specific provisions.

Appears in 1 contract

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

AutoNDA by SimpleDocs

Joint Election. As a condition of participation in the Plangrant of Performance RSUs, Awardee the Participant agrees to accept any liability for secondary Class 1 National Insurance contributions (the “Employer NICs”) which may be payable by the Company and/or 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 Stock Award and any event giving rise to Tax-Related Items (the “Employer’s Liability”)Performance RSUs. Without prejudice limitation to the foregoing, Awardee the Participant agrees to execute a joint election with between the Company or and/or the Employer, the form of such joint election being formally approved by HMRC Employer and 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 the Employer. Awardee If the Participant does not enter into a Joint Election, no Shares shall be issued to the Participant without any liability to the Company and/or the Employer. The Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her the Participant by any of the means set forth in Section 7 6 of the Award Agreement. The Joint Election is attached hereto as Appendix F. If Awardee does not enter into the Participant has signed 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 past with respect to an RSU award granted to him or receive any benefit in connection with her by the Stock Award unless Company and until he or she enters into a that Joint Election, and no Shares or other benefit pursuant Election applies to the Stock Award will be issued to Awardee all grants made under the Plan, without any liability the Participant need not sign another Joint Election in connection with this RSU grant. APPENDIX B - 14 APPENDIX C OFFER DOCUMENT OFFER OF PERFORMANCE RESTRICTED STOCK UNITS TO AUSTRALIAN RESIDENT EMPLOYEES Investment in shares involves a degree of risk. Eligible employees who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the Company and/or acquisition of shares of common stock under the Employer; provided, however, that Plan as set out in this provision shall not apply if Awardee is a U.S. taxpayer Offer Document and the application Additional Documents. Any information contained in this Offer Document and the Additional Documents is general in nature. It is not advice or information specific to your particular circumstances. Employees should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice. We are pleased to provide you with this offer to participate in the Analog Devices, Inc. 2020 Equity Incentive Plan (the “Plan”). This Offer Document sets out information regarding the grant of this provision would cause performance restricted stock units (“Performance RSUs”) over shares of common stock (“Shares”) of Analog Devices, Inc. (the Stock Award “Company”) to fail to qualify under an exemption from, or comply with, Section 409A Australian resident employees and directors of the CodeCompany and its Australian Subsidiary. The Company has adopted the Plan to enable the Company and its subsidiaries to attract, as determined retain and motivate their employees by providing such persons with equity ownership opportunities that are intended to better align the interests of such persons with those of the Company’s stockholders. UNITED STATES There The Plan and this Offer Document are currently no country-specific provisionsintended to comply with the provisions of the Corporations Xxx 0000, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

Appears in 1 contract

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

Joint Election. As a condition of participation in the Plangrant of RSUs, Awardee the Participant agrees to accept any liability for secondary Class 1 National Insurance contributions (the “Employer NICs”) which may be payable by the Company and/or or the Employer with respect to the vesting of the RSUs 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”)RSUs. Without prejudice limitation to the foregoing, Awardee the Participant agrees to execute a joint election with between the Company or and/or the Employer, the form of such joint election being formally approved by HMRC Employer and Participant (the “Joint Election”) ), the form of such Joint Election being formally approved by HMRC, and any other consent or election required to APPENDIX A - 13 VERSION 11/17 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 the Employer. Awardee If the Participant does not enter into a Joint Election, no Shares shall be issued to the Participant without any liability to the Company and/or the Employer. The Participant further agrees that the Company and/or the Employer may collect the Employer’s Liability Employer NICs from him or her the Participant by any of the means set forth in Section 7 6 of the Award Agreement. The Joint Election is attached hereto as Appendix E. If Awardee does not enter into the Participant has signed 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 past with respect to an RSU award granted to him or receive any benefit in connection with her by the Stock Award unless Company and until he or she enters into a that Joint Election, and no Shares or other benefit pursuant Election applies to the Stock Award will be issued to Awardee all grants made under the Plan, without any liability the Participant need not sign another Joint Election in connection with this RSU grant. APPENDIX A - 14 VERSION 11/17 APPENDIX B OFFER DOCUMENT OFFER OF RESTRICTED STOCK UNITS TO AUSTRALIAN RESIDENT EMPLOYEES Investment in shares involves a degree of risk. Eligible employees who elect to participate in the Plans should monitor their participation and consider all risk factors relevant to the Company and/or acquisition of shares of common stock under the Employer; provided, however, that Plans as set out in this provision shall not apply if Awardee is a U.S. taxpayer Offer Document and the application Additional Documents. Any information contained in this Offer Document and the Additional Documents is general in nature. It is not advice or information specific to your particular circumstances. Employees should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice. We are pleased to provide you with this offer to participate in the Analog Devices, Inc. Amended and Restated 2006 Stock Incentive Plan (the “Plan”). This Offer Document sets out information regarding the grant of this provision would cause restricted stock units (“Restricted Stock Units”) over shares of common stock (“Shares”) of Analog Devices, Inc. (the Stock Award “Company”) to fail to qualify under an exemption from, or comply with, Section 409A Australian resident employees and directors of the CodeCompany and its Australian Subsidiary. The Company has adopted the Plan to enable the Company and its subsidiaries to attract, as determined retain and motivate their employees by providing for or increasing the proprietary interests of such employees in the Company. UNITED STATES There The Plan and this Offer Document are currently no country-specific provisionsintended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

Appears in 1 contract

Samples: 2006 Stock Incentive Plan (Analog Devices 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. Tax Obligations/Withholding Authorization 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 EXHIBIT C FORTINET, INC. 2009 EQUITY INCENTIVE PLAN EXERCISE NOTICE Fortinet, Inc. 0000 Xxxxx Xxxx, 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. UNITED STATES There are currently no country-specific provisionsAward Agreement.

Appears in 1 contract

Samples: Stock Option Award Agreement (Fortinet Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.