Trust Arrangement. The RSUs are offered to the Participant subject to, and in accordance with, the terms of the Plan, the Israeli Subplan, the Agreement and the Trust Agreement. The RSUs are intended to be 102 Capital Gains Track Grants and qualify for 102 Capital Gains Track tax treatment. Certain events may affect the status of the RSUs and the shares of Common Stock subject to the RSUs as qualified under Section 102 and the RSUs and the shares of Common Stock subject to the RSUs may be disqualified in the future. The Company does not make any undertaking or representation to maintain the 102 Capital Gains Track status of the RSUs and the shares of Common Stock subject to the RSUs. The Participant agrees that, upon request of the Company or the Employer, the Participant will execute the 102 Capital Gains Track Grant acceptance prescribed by the Company or the Trustee, according to the procedures and timeline set forth by the Company and the Trustee (which may include executing the Agreement in writing). If the Participant does not comply with any such request, the qualified status of the RSUs and the shares of Common Stock under Section 102 may not apply. Nature of Grant. This provision supplements Section 20 of the Agreement: By accepting the RSUs, the Participant (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Plan, the Israeli Subplan, and the Agreement; (b) accepts the RSUs subject to all of the terms and conditions of Plan, the Israeli Subplan, and the Agreement; and (c) agrees that the RSUs, the shares of Common Stock and any rights issued pursuant to the RSUs and the shares of Common Stock (other than cash dividends) will be issued to and registered in the name of or under the supervision of the Trustee and shall be held in trust for the Participant’s benefit for the Required Holding Period and as otherwise required by the ITO, the Rules and any ruling or approval of the ITA pursuant to the terms of the ITO, the Rules and the Trust Agreement. Furthermore, by accepting the RSUs, the Participant confirms that the Participant is familiar with the terms and provisions of Section 102, particularly the 102 Capital Gains Track described in subsection (b)(2) and (b)(3) thereof, and agrees that the Participant will not require the Trustee to release the RSUs or the shares of Common Stock to the Participant, or to sell the RSUs or the shares of Common Stock to a third party, during the Required Holding Period, unless permitted to do so by the Company and the ITO or the Rules. The Company may in its sole discretion replace the Trustee from time to time and instruct the transfer of all RSUs and shares of Common Stock held or administered by such Trustee at such time to its successor and the provisions of the Agreement shall apply to the new Trustee.
Appears in 2 contracts
Samples: Grant Agreement (Sabre Corp), Grant Agreement (Sabre Corp)
Trust Arrangement. The RSUs Restricted Stock Units are offered to the Participant subject to, and in accordance with, the terms of the Plan, the Israeli SubplanSub-Plan, this Award Agreement, the Agreement Notice of Grant and the Trust Agreement. The RSUs Restricted Stock Units are intended to be a 102 Capital Gain Track Award and qualify for Capital Gains Track Grants and qualify for 102 Capital Gains Track tax treatmenttreatment under Section 102. Certain events may affect the status of the RSUs Restricted Stock Units and the shares of Common Stock Shares subject to the RSUs Restricted Stock Units as qualified under Section 102 and the RSUs Restricted Stock Units and the shares of Common Stock Shares subject to the RSUs Restricted Stock Units may be disqualified in the future. The Company does not make any undertaking or representation to maintain the Section 102 Capital Gains Track status of the RSUs Restricted Stock Units and the shares of Common Stock Shares subject to the RSUsRestricted Stock Units. The Participant agrees that, upon request of the Company or the EmployerParticipant’s employer, the Participant will execute the 102 Capital Gains Track Grant Award acceptance prescribed by the Company or the Trustee, according to the procedures and timeline set forth by the Company and the Trustee (which may include executing this Award Agreement and the Agreement Notice of Grant in writing). If the Participant does not comply with any such request, the qualified status of the RSUs Restricted Stock Units and the shares of Common Stock Shares under Section 102 may not apply. Nature of Grant. This provision supplements Section 20 of the Agreement: Grant By accepting the RSUsRestricted Stock Units, the Participant (ai) acknowledges receipt of and represents that the Participant he or she has read and is are familiar with the Plan, the Israeli SubplanSub-Plan, Trust Agreement and the this Award Agreement; (bii) accepts accept the RSUs Restricted Stock Units subject to all of the terms and conditions of the Plan, the Israeli SubplanSub-Plan, Trust Agreement and the this Award Agreement; and (ciii) agrees agree that the RSUsRestricted Stock Units, the shares of Common Stock Shares and any rights issued pursuant to the RSUs Restricted Stock Units and the shares of Common Stock (other than cash dividends) Shares will be issued to and registered in the name of or under the supervision of deposited with the Trustee and shall be held in trust for the Participant’s benefit for the Required Holding Period and as otherwise required by the ITOOrdinance, the Rules and any ruling or approval of the ITA pursuant to the terms of the ITOOrdinance, the Rules and the Trust Agreement. Furthermore, by accepting the RSUsRestricted Stock Units, the Participant confirms that the Participant he or she is familiar with the terms and provisions of Section 102, particularly the Section 102 Capital Gains Track described in subsection (b)(2) and (b)(3) thereof, and agrees that the Participant he or she will not require the Trustee to release the RSUs Restricted Stock Units or the shares of Common Stock Shares to the Participant, or to sell the RSUs Restricted Stock Units or the shares of Common Stock Shares to a third party, during the Required Holding Period, unless permitted to do so by the Company and the ITO Ordinance or the Rules. The Company may in its sole discretion replace the Trustee from time to time and instruct the transfer of all RSUs Restricted Stock Units and shares of Common Stock Shares held or administered by such Trustee at such time to its successor and the provisions of the this Agreement shall apply to the new Trustee.. TO BE SIGNED BY THE ISRAELI PARTICIPANT WITH A COPY RETURNED TO PAYROLL ADMINISTRATION: I have read and understood this Award Agreement, Notice of Grant, Plan and the Israeli Sub-Plan. I understand that the Restricted Stock Units, rights and the Shares granted to me under this Award Agreement are subject to the terms and provisions of Section 102 of the Ordinance and its related Rules and I hereby accept such rights, Restricted Stock Units and Shares subject to such terms and provisions. I acknowledge that my holding, sale and transfer of the Shares and/or any additional rights is therefore subject to various restrictions and limitations that are imposed by such section and its related rules, of which I am aware and with which I agree to comply. Signed by: __________________________________________________________ Date: ______________________________________________________________ Japan Terms and Conditions
Appears in 1 contract
Trust Arrangement. The RSUs are offered to the Participant subject to, and in accordance with, the terms of the Plan, the Israeli Subplan, the Agreement and the Trust Agreement. The RSUs are intended to be 102 Capital Gains Track Grants and qualify for 102 Capital Gains Track tax treatment. Certain events may affect the status of the RSUs and the shares of Common Stock subject to the RSUs as qualified under Section 102 and the RSUs and the shares of Common Stock subject to the RSUs may be disqualified in the future. The Company does not make any undertaking or representation to maintain the 102 Capital Gains Track status of the RSUs and the shares of Common Stock subject to the RSUs. The Participant agrees that, upon request of the Company or the Employer, the Participant will execute the 102 Capital Gains Track Grant acceptance prescribed by the Company or the Trustee, according to the procedures and timeline set forth by the Company and the Trustee (which may include executing the Agreement in writing). If the Participant does not comply with any such request, the qualified status of the RSUs and the shares of Common Stock under Section 102 may not apply. Nature of Grant. This provision supplements Section 20 of the Agreement: By accepting the RSUs, the Participant (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Plan, the Israeli Subplan, and the Agreement; (b) accepts the RSUs subject to all of the terms and conditions of Plan, the Israeli Subplan, and the Agreement; and (c) agrees that the RSUs, the shares of Common Stock and any rights issued pursuant to the RSUs and the shares of Common Stock (other than cash dividends) will be issued to and registered in the name of or under the supervision of the Trustee and shall be held in trust for the Participant’s benefit for the Required Holding Period and as otherwise required by the ITO, the Rules and any ruling or approval of the ITA pursuant to the terms of the ITO, the Rules and the Trust Agreement. Furthermore, by accepting the RSUs, the Participant confirms that the Participant is familiar with the terms and provisions of Section 102, particularly the 102 Capital Gains Track described in subsection (b)(2) and (b)(3) thereof, and agrees that the Participant will not require the Trustee to release the RSUs or the shares of Common Stock to the Participant, or to sell the RSUs or the shares of Common Stock to a third party, during the Required Holding Period, unless permitted to do so by the Company and the ITO or the Rules. The Company may in its sole discretion replace the Trustee from time to time and instruct the transfer of all RSUs and shares of Common Stock held or administered by such Trustee at such time to its successor and the provisions of the Agreement shall apply to the new Trustee. Taxes. This provision supplements Section 8 of the Agreement: 406810393-v2\NA_DMS In the event the RSUs vest and shares of Common Stock are to be issued to the Participant after the expiration of the Required Holding Period, the shares of Common Stock issued upon vesting shall either be (a) issued to and registered in the name of or under the supervision of the Trustee to be held in trust for the Participant’s benefit, or (b) transferred to the Participant directly upon the Participant’s request, provided that the Participant first complies with the Participant’s obligations with respect to Tax-Related Items. In the event that the Participant elects to have the shares of Common Stock transferred to the Participant without selling such shares of Common Stock, the Participant shall become liable to pay Tax-Related Items immediately in accordance with the provisions of the ITO and Section 8 of the Agreement, as supplemented by this provision. The following provisions apply to Participants who permanently transfer to Israel after the Grant Date who do not hold 102 Capital Gains Track Grants.
Appears in 1 contract
Trust Arrangement. The RSUs are offered to the Participant subject to, and in accordance with, the terms of the Plan, the Israeli Subplan, the Agreement and the Trust Agreement. The RSUs are intended to be 102 Capital Gains Track Grants and qualify for 102 Capital Gains Track tax treatment. Certain events may affect the status of the RSUs and the shares of Common Stock subject to the RSUs as qualified under Section 102 and the RSUs and the shares of Common Stock subject to the RSUs may be disqualified in the future. The Company does not make any undertaking or representation to maintain the 102 Capital Gains Track status of the RSUs and the shares of Common Stock subject to the RSUs. 18 The Participant agrees that, upon request of the Company or the Employer, the Participant will execute the 102 Capital Gains Track Grant acceptance prescribed by the Company or the Trustee, according to the procedures and timeline set forth by the Company and the Trustee (which may include executing the Agreement in writing). If the Participant does not comply with any such request, the qualified status of the RSUs and the shares of Common Stock under Section 102 may not apply. Nature of Grant. This provision supplements Section 20 of the Agreement: By accepting the RSUs, the Participant (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Plan, the Israeli Subplan, and the Agreement; (b) accepts the RSUs subject to all of the terms and conditions of Plan, the Israeli Subplan, and the Agreement; and (c) agrees that the RSUs, the shares of Common Stock and any rights issued pursuant to the RSUs and the shares of Common Stock (other than cash dividends) will be issued to and registered in the name of or under the supervision of the Trustee and shall be held in trust for the Participant’s benefit for the Required Holding Period and as otherwise required by the ITO, the Rules and any ruling or approval of the ITA pursuant to the terms of the ITO, the Rules and the Trust Agreement. Furthermore, by accepting the RSUs, the Participant confirms that the Participant is familiar with the terms and provisions of Section 102, particularly the 102 Capital Gains Track described in subsection (b)(2) and (b)(3) thereof, and agrees that the Participant will not require the Trustee to release the RSUs or the shares of Common Stock to the Participant, or to sell the RSUs or the shares of Common Stock to a third party, during the Required Holding Period, unless permitted to do so by the Company and the ITO or the Rules. The Company may in its sole discretion replace the Trustee from time to time and instruct the transfer of all RSUs and shares of Common Stock held or administered by such Trustee at such time to its successor and the provisions of the Agreement shall apply to the new Trustee.
Appears in 1 contract
Samples: Grant Agreement (Sabre Corp)
