3.稅款扣繳. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law. The Grantee shall, not later than the date as of which vesting or payment in respect of this Award becomes a taxable event, pay to the Company or make arrangements satisfactory to the Company for payment of any Federal, state and local taxes required by law to be withheld on account of such taxable event; provided that, to the extent such taxable event occurs upon or concurrently with the issuance or vesting of the Stock Units and shares of Stock issuable hereunder, the Company will satisfy any required tax withholding obligation by withholding a number of shares of Stock issued or issuable hereunder with a Fair Market Value on the date of withholding equal to the aggregate amount of such tax withholding obligation based on the maximum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to this Award, as determined pursuant to the 2018 Plan. For purposes of this 第3節, the Fair Market Value of the shares of Stock to be withheld shall be calculated in the same manner as the shares of Stock are valued for purposes of determining the amount of withholding taxes due.
4.Changes in Capital Structure. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto, (ii) any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, significant repurchases of stock, or other similar change in the capital stock of the Company, (iii) any cash dividend or other distribution to holders of shares of Stock shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable or proportionate adjustment in the terms of this Award Agreement, the Stock Units or the shares of Stock
This Award shall be administered by the Committee, which in the administration of this Award shall have all the powers and authority it has in the administration of the 2018 Plan as set forth in the 2018 Plan.
8.第409A條.
The Award is intended to comply with or be exempt from (under the 「short term deferral」 exception) Section 409A of the Internal Revenue Code (“第409A條”) and, to the extent applicable, this Award Agreement shall be interpreted in accordance with Section 409A, including without limitation any applicable Department of Treasury regulations and other interpretive guidance currently in effect or that may be issued after the effective date of this Award Agreement. In addition, notwithstanding any provision herein to the contrary, in the event that following the Grant Date, the Administrator determines that it may be necessary or appropriate to do so, the Administrator may adopt such amendments to the Plan and/or this Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Plan and/or the Stock Units from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to this Award, or (b) comply with the requirements of Section 409A; provided, however, that this paragraph shall not create an obligation on the part of the Administrator to adopt any such amendment, policy or procedure or take any such other action. No payment hereunder shall be made during the six (6)-month period following the Grantee’s 「separation from service」 (within the meaning of Section 409A) to the extent that the Administrator determines that paying such amount at the time set
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forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Grantee’s death), the Administrator shall pay to the Grantee (or to the Grantee’s estate) the cumulative amounts that would have otherwise been payable to the Grantee during such period, without interest. Notwithstanding anything herein or in the Plan to the contrary, to the extent required to avoid the imposition of additional taxes under Section 409A, a 「Change in Control」 shall not be deemed to have occurred for purposes of this Award Agreement unless such transaction also constitutes a 「change in control event,」 as defined in Treasury Regulation Section 1.409A-3(i)(5).
9.通信.
任何通知、要求、請求或其他通信,如本協議所需或設想的,只要通過以下方式進行,即可視爲充分給付: (i) 通過電子郵件發送,或通過信譽良好的快遞服務,郵資預付,或通過掛號或認證郵件,郵資預付並要求回執,寄送至本協議所指示的地址,或寄送至另一方指定的地址; (ii) 親自遞交至上述地址。
(ii) a 由公司和/或公司關聯方以任何原因終止受益人與公司(如果受益人當時由公司聘用或保留)以及當時聘用或保留受益人的所有公司關聯方的僱傭或服務,其他原因不得是出於因果關係或受益人的死亡或(根據當時存在的公司的長期殘疾保障或該公司關聯方的規定)殘疾發生的發生(A) 至少在授予日期後的一年,且 (B) 當受益人的年齡和連續服務年數之和等於或大於 68,以及受益人在公司或公司關聯方具有至少七(7)年的連續服務。
5.Changes in Capital Structure. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto, (ii) any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, significant repurchases of stock, or other similar change in the capital stock of the Company, (iii) any cash dividend or other distribution to holders of shares of Stock shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable or proportionate adjustment in the terms of this Award Agreement, the Stock Units or the shares of Stock issuable pursuant to this Award to avoid distortion in the value of this Award, then the Committee shall make equitable or proportionate adjustment and take such other action as it deems necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Stock Units and the shares of Stock prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Award Agreement; (B) adjustments in any calculations provided for in this Award Agreement, and (C) substitution of other awards under the 2018 Plan or otherwise. All adjustments made by the Committee shall be final, binding and conclusive.
6.Effectiveness of Award Agreement
(a)This award shall be binding upon the successors and permitted assigns of the Grantee and shall be binding upon successors and assigns of the Company.
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(b)Every provision of this Award Agreement is intended to be severable, and if any term or provision hereof is held to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder hereof.
5.資本結構的變化. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of
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shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto, (ii) any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, significant repurchases of stock, or other similar change in the capital stock of the Company, (iii) any cash dividend or other distribution to holders of shares of Stock shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable or proportionate adjustment in the terms of this Award Agreement, the Stock Units or the shares of Stock issuable pursuant to this Award to avoid distortion in the value of this Award, then the Committee shall make equitable or proportionate adjustment and take such other action as it deems necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Stock Units and the shares of Stock prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Award Agreement; (B) adjustments in any calculations provided for in this Award Agreement, and (C) substitution of other awards under the 2018 Plan or otherwise. All adjustments made by the Committee shall be final, binding and conclusive.
6.Effectiveness of Award Agreement.
(a)This award shall be binding upon the successors and permitted assigns of the Grantee and shall be binding upon successors and assigns of the Company.
(b)Every provision of this Award Agreement is intended to be severable, and if any term or provision hereof is held to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder hereof.
“合格終止” 指受益人因以下原因而終止與公司的僱傭或服務關係:(i) 公司及/或公司附屬機構出於因不良原因以外的任何理由終止受益人(如果受益人當時與公司任職或被保留的情況)的僱傭或服務,或因受益人的死亡或殘疾(根據公司或其附屬機構當時現有的長期殘疾保障決定),或 (ii) 受益人以良好理由終止其與公司(如果受益人當時與公司任職或被保留)及所有其他公司附屬機構的僱傭或服務;爲避免疑義,如果受益人在此終止後仍然是公司或公司附屬機構的員工或顧問,則任何此類終止不應視爲合格終止。
(ii) a 公司及/或公司關聯方出於任何非原因或被授予人死亡或殘疾(按公司或該公司關聯方當時現行的長期殘疾覆蓋標準判斷)終止被授予人與公司(如被授予人當時受僱於公司)的僱傭或服務,以及所有當時僱傭或保留被授予人的公司關聯方,且發生(A) 在授予日期至少一年後,以及(B) 在被授予人年齡與持續服務年限總和等於或大於68且被授予人在公司或公司關聯方處至少有七(7)年的持續服務時。1