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 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 Liability to Awardee. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after he or she has entered into the Joint Election. Awardee further agrees to 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 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 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 enter into 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 ’s Liability to Awardee. Awardee understands that the Joint Election applies to any Stock Award granted to him or her under the Plan after he or she has entered into the execution of the Joint Election. Awardee further agrees to enter into 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 ’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 Liability"“Employer NICs”). Without prejudice to the foregoing, Awardee Participant agrees to enter into 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 he or she has entered into the Joint Election. Awardee Participant further agrees to enter into 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 you agree to accept any liability for secondary Class 1 National Insurance contributions NICs 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 ’s Liability"). Without prejudice to the foregoing, Awardee agrees you agree to enter into a execute the following joint election with the Company or the EmployerCompany, 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 Awardeeyou. Awardee understands You understand that the Joint Election applies to any Stock Award Option granted to him or her you under the Plan after he or she has entered into the execution of the Joint Election. Awardee You further agrees agree to enter into execute such other joint elections as may be required between him or her you and any successor to the Company and/or the Employer. Awardee You further agrees agree that the Company and/or the Employer may collect the Employer's ’s Liability from him or her you by any of the means set forth in Section 7 5 of the Award Agreement. If Awardee does you do 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 you 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 you enter into a Joint Election, and no Shares or other benefit pursuant to the Stock Award Option will be issued to Awardee you under the Plan, without any liability to the Company and/or the Employer. • You agree that any Employer’s Liability that may arise in connection with or pursuant to the exercise of the Option (or any stock options granted to you under the Plan) or the acquisition of shares of the Company or other taxable events in connection with the Option (or any other options granted under the Plan) will be transferred to you; provided, however, that • You authorise the Company and/or your employer to recover an amount sufficient to cover this provision shall not apply if Awardee is a U.S. taxpayer and the application of this provision would cause liability by any method set forth in the Stock Option Award Agreement and/or the Joint Election; and • You acknowledge that even if you have accepted the Joint Election via the Company’s online procedure, the Company or Participant’s employer may still require you to fail to qualify under an exemption from, or comply with, Section 409A sign a paper copy of the Code, as determined by Joint Election (or a substantially similar form) if the CompanyCompany determines such is necessary to give effect to the Joint Election. There are currently no country-specific provisions.for your records.6

Appears in 1 contract

Sources: Non Qualified Stock Option Agreement (WHITEWAVE FOODS Co)

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 Liability"“Employer NICs”). Without prejudice to the foregoing, Awardee Participant agrees to enter into 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 he or she has entered into the Joint Election. Awardee Participant further agrees to enter into 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 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 Liability"“Employer NICs”). Without prejudice to the foregoing, Awardee Participant agrees to enter into 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 he or she has entered into the Joint Election. Awardee Participant further agrees to enter into 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.)

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 Liability"“Employer NICs”). Without prejudice to the foregoing, Awardee Participant agrees to enter into 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 he or she has entered into the Joint Election. Awardee Participant further agrees to enter into 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 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 ’s Liability"). Without prejudice to the foregoing, the Awardee agrees to enter into 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 ’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 he or she has entered into the execution of the Joint Election. The Awardee further agrees to enter into 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 ’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.)