Common use of Joint Election Clause in Contracts

Joint Election. As a condition of the Participant’s participation in the Plan, the Participant agrees to accept any liability for secondary Class 1 National Insurance contributions which may be payable by the Company and/or the Service Recipient in connection with the Performance Share Units and any event giving rise to Tax-Related Items (the “Service Recipient’s Liability”). Without limitation to the foregoing, the Participant agrees to execute the following joint election with the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the Service Recipient’s Liability to the Participant. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company and/or the Service Recipient. The Participant further agrees that the Company and/or the Service Recipient may collect the Service Recipient’s Liability from him or her by any of the means set forth in Section 11 of the Performance Share Unit Agreement. If the Participant does not enter into the Joint Election prior to the vesting of the Performance Share Units or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Performance Share Units or receive any benefit in connection with the Performance Share Units unless and until he or she enters into the Joint Election and no shares of Common Stock or other benefit pursuant to the Performance Share Units will be issued to the Participant under the Plan, without any liability to the Company and/or the Service Recipient.

Appears in 3 contracts

Samples: Performance Share Unit Agreement (Catalent, Inc.), Performance Share Unit Agreement (Catalent, Inc.), Performance Share Unit Agreement (Catalent, Inc.)

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Joint Election. As a condition of the ParticipantAwardee’s participation in the Plan, the Participant Awardee agrees to accept any liability for secondary Class 1 National Insurance contributions NICs which may be payable by the Company and/or the Service Recipient Employer in connection with the Performance Share Restricted Stock Units and any event giving rise to Tax-Related Items (the “Service RecipientEmployer’s LiabilityNICs”). Without limitation to the foregoing, the Participant Awardee agrees to execute the following enter into a joint election with the Company and/or the Employer (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the Service RecipientEmployer’s Liability NICs to the ParticipantAwardee. The Participant Awardee further agrees to execute such other joint elections as may be required between the Participant Awardee and any successor to the Company and/or the Service RecipientEmployer. The Participant Awardee further agrees that the Company and/or the Service Recipient Employer may collect the Service RecipientEmployer’s Liability NICs from him or her by any of the means set forth in Section 11 the “Tax Withholding” section of the Performance Share Unit Award Agreement. If the Participant Awardee does not enter into a Joint Election, if approval of the Joint Election prior to the vesting of the Performance Share Units or any other event giving rise to Tax-Related Itemshas been withdrawn by HMRC, he or she will not be entitled to vest in the Performance Share Units or receive any benefit in connection with the Performance Share Units unless and until he or she enters into if the Joint Election is revoked by the Company or the Employer (as applicable), or if the Joint Election is jointly revoked by Awardee and no shares of Common Stock the Company or other benefit pursuant to the Performance Share Units will be issued to Employer, as applicable, the Participant under the PlanCompany, in its sole discretion and without any liability to the Company and/or or the Service RecipientEmployer, may choose not to issue or deliver any shares of Stock or proceeds from the sale of shares to Awardee upon vesting of the Restricted Stock Units.

Appears in 2 contracts

Samples: Global Restricted Stock Unit Agreement (Citrix Systems Inc), Global Restricted Stock Unit Agreement

Joint Election. As a condition of the Participant’s Holder's participation in the PlanPlan and the lapse of the Forfeiture Restrictions, the Participant Holder agrees to accept any liability for secondary Class 1 National Insurance contributions NICs (the “Secondary NICs”) which may be payable by the Company and/or the Service Recipient Employer in connection with the Performance Share Units and any event giving rise to Tax-Related Items (the “Service Recipient’s Liability”)Items. Without limitation to the foregoingabove, the Participant Holder agrees to execute the following enter into a joint election with the Company on behalf of the Employer (the “Joint Election”), the form of such Joint Election being formally approved by HMRCHMRC and attached as Annex A hereto, and to execute any other consents consent or elections required to accomplish the transfer of the Service Recipient’s Liability Secondary NICs to the ParticipantHolder. If any other consents or elections are required by the Company, the Employer or any Affiliate to accomplish the above, the Holder agrees that the Holder will provide these promptly on request. The Participant Holder further agrees to execute enter such other joint elections as may be required between the Participant Holder and any successor to the Company and/or the Service Recipientits Affiliates. The Participant Holder further agrees that the Company and/or the Service Recipient Employer may collect the Service Recipient’s Liability from him or her Secondary NICs by any of the means set forth in Section 11 8 of the Performance Share Unit AgreementAgreement above. The Holder agrees to enter into the Election prior to the lapse of any Forfeiture Restrictions. If the Participant Holder does not enter into the Joint Election prior to the vesting of the Performance Share Units or any other event giving rise to Tax-Related ItemsUnits, he or she the Forfeiture Restrictions will not be entitled to vest in the Performance Share Units or receive any benefit in connection with the Performance Share Units unless and until he or she enters into the Joint Election lapse and no shares of Common Stock or other benefit pursuant to the Performance Share Units Shares will be issued to the Participant Holder under the Plan, without any liability to the Company and/or the Service RecipientEmployer.

Appears in 2 contracts

Samples: Restricted Share Unit Award Agreement, Restricted Share Unit Award Agreement (Weatherford International LTD)

Joint Election. As a condition of the Participant’s participation in the Plan, the Participant agrees to accept any liability for secondary Class 1 National Insurance national insurance contributions which may be payable by the Company Corporation and/or the Service Recipient Employer in connection with the Performance Share Units RSUs and any event giving rise to Tax-Related Items (the “Service RecipientEmployer’s LiabilityNICs”). Without limitation to the foregoing, the Participant agrees to execute the following enter into a joint election with the Company Corporation (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the Service RecipientEmployer’s Liability NICs to the Participant. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company Corporation and/or the Service RecipientEmployer. The Participant further agrees that the Company Corporation and/or the Service Recipient Employer may collect the Service RecipientEmployer’s Liability NICs from him or her by any of the means set forth in Section 11 6 of the Performance Share Unit Award Agreement. If the Participant does not enter into a Joint Election, or if approval of the Joint Election prior to the vesting of the Performance Share Units has been withdrawn by HMRC or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Performance Share Units or receive any benefit in connection with the Performance Share Units unless and until he or she enters into the if such Joint Election and no shares of Common Stock or other benefit pursuant to the Performance Share Units will be issued to is jointly revoked by the Participant under and the PlanCorporation or the Employer, as applicable, the Corporation, in its sole discretion and without any liability to the Company and/or Corporation or the Service RecipientEmployer, may choose not to issue or deliver any Shares to the Participant upon vesting of the RSUs. UNITED STATES There are no country-specific provisions. APPENDIX B CTI BIOPHARMA CORP. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS FOR DIRECTORS AND CONSULTANTS Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Cti Biopharma Corp)

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Joint Election. As a condition of the Participant’s participation in the Plangrant of RSUs, 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 Service Recipient Employer with respect to the vesting of the RSUs or otherwise payable with respect to a benefit derived in connection with the Performance Share Units and any event giving rise to Tax-Related Items (the “Service Recipient’s Liability”)RSUs. Without limitation to the foregoing, the Participant agrees to execute the following a joint election with between the Company and/or the Employer and Participant (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents consent or elections election required to VERSION 10/15 APPENDIX A TO AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AGREEMENT accomplish the transfer of the Service Recipient’s Liability Employer NICs to the Participant. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company and/or the Service RecipientEmployer. 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 Service Recipient Employer may collect the Service Recipient’s Liability Employer NICs from him or her the Participant by any of the means set forth in Section 11 6 of the Performance Share Unit Agreement. If the Participant does not enter into the has signed a Joint Election prior to the vesting of the Performance Share Units or any other event giving rise to Tax-Related Items, he or she will not be entitled to vest in the Performance Share Units past with respect to an RSU award granted to him or receive any benefit in connection with her by the Performance Share Units unless Company and until he or she enters into the that Joint Election and no shares of Common Stock or other benefit pursuant applies to the Performance Share Units will be issued to the Participant all grants made under the Plan, without any liability to the Company and/or the Service Recipient.Participant need not sign another Joint Election in connection with this RSU grant. 6635850-v7\GESDMS APPENDIX A - 13

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Analog Devices Inc)

Joint Election. As a condition of the Participant’s participation in Performance Shares becoming vested and the PlanShares subject to the Performance Shares being delivered to the Employee, the Participant Employee agrees to accept any liability for secondary Class 1 National Insurance contributions which NICs (the “Employer NICs”) that may be payable by the Company and/or the Service Recipient Employer in connection with the Performance Share Units Shares and any event giving rise to Tax-Related Items (the “Service Recipient’s Liability”)Items. Without limitation to the foregoing, the Participant Employee agrees to execute the following enter into a joint election with the Company Employer (the “Joint Election”), ) in the form of approved for such Joint Election being formally approved by HMRC, and to execute any other consents required consent or elections election required to accomplish the transfer of the Service Recipient’s Liability Employer NICs to the ParticipantEmployee. The Participant Employee understands that the Election applies to any Performance Shares granted to the Employee under the Plan after the execution of the Election. The Employee further agrees to execute such other joint elections as may be required between the Participant Employee and any successor to the Company and/or the Service Recipient. The Participant further agrees that the Company and/or the Service Recipient may collect the Service Recipient’s Liability from him or her by any of the means set forth in Section 11 of the Performance Share Unit AgreementEmployer. If the Participant Employee does not enter into the Joint Election prior to the vesting of the Performance Share Units Shares or any other event giving rise to Tax-Related Items, he or she will the Employee shall not be entitled to vest in the Performance Share Units Shares or receive any benefit in connection with the Performance Share Units Award unless and until he or she the Employee enters into the Joint Election Election, and no shares of Common Stock Shares or other benefit pursuant to the Performance Share Units Award will be issued or delivered to the Participant Employee under the Plan, without any liability to the Company or the Employer. The Employee further agrees that the Company and/or the Service RecipientEmployer may collect the Employer NICs by any of the means set forth in paragraph 8 of the Agreement, as supplemented above.

Appears in 1 contract

Samples: Echelon Corp

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