(b)运动方法期權可通過按公司指定的形式提交行使通知書行使。該通知書將聲明行使期權的選擇,以及行使期權的股份數量。行使通知」,其中將說明行使期權的選擇,以及行使期權的股份数量。5000 Executive Parkway, Suite 520根據計劃的規定,公司可能會要求其他文件和協議。履行通知將以親自遞交、郵寄、通過電子郵件或傳真或公司指定的其他方法遞交給公司秘書或公司指定的其他人。履行通知將附有支付所有已行使股份的總行使價格以及任何適用的稅務相關項目(如下文第8條所定義)。在公司接收到全部已簽署的履行通知以及總行使價格和支付任何適用的稅務相關項目時,該期權將被視為行使。除非股份的發行和行使符合法律的所有相關規定以及股票當時所掛牌在的任何證券交易所或報價服務的要求,否則不會根據期權行使而發行股份。在假設遵守該等規定的情況下,已行使的股份將被視為於行使期權之日轉讓給受讓人。
(a)稅責負責的責任. To the extent permitted by applicable law, Optionee acknowledges that, regardless of any action taken by the Company or, if different, a Subsidiary, or Affiliate employing or retaining Optionee (the “僱主”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax related items, including any liabilities under Section 409A of the Internal Revenue Code, related to Optionee’s participation in the Plan and legally applicable to Optionee (“與稅款相關項目”) is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. Optionee acknowledges that such Tax-Related Items may be due prior to the issuance or delivery of Shares or proceeds from the sale of Shares and further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting, or exercise of the Option; the subsequent sale of Shares acquired pursuant to such exercise; and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Optionee is subject to Tax-Related Items in more than one jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. OPTIONEE SHOULD CONSULt A TAX ADVISER APPROPRIATELY
Form of Employee NQO Award Agreement (approved October 28, 2024)
此協議、計劃、計劃說明書和通知(“文檔”) do not include any misleading or deceptive statements, and do not omit any information that would result in the Documentation or terms of any offer being made under the Documentation being misleading or deceptive.
If the Company becomes aware that any information contained in the Documentation has become out of date, or is otherwise not correct in a material respect, it will provide you with updated Documentation as soon as practicable.
If, during the Invitation Period: (1) a director of the Company (“董事”); (2) a person named in the Documentation with their consent as a proposed director of the Company (“Proposed Director”); or (3) a person named in the Documentation with their consent who has made a statement in the Documentation or made a statement on which a statement is based in the Documentation (“Consenting Person”), becomes aware that (a) a material statement in the Documentation or the terms of the invitation or any offer being made under the Documentation is misleading or deceptive; (b) information was omitted from the Documentation or the terms of the invitation or any offer being made under the Documentation that has resulted in these documents being misleading or deceptive; or (c) a new circumstance has arisen during the Invitation Period which means the Documentation is out of date or otherwise not correct in a material respect, they will notify the Company in writing as soon as
Form of Employee NQO Award Agreement (approved October 28, 2024)
practicable. Where you have suffered any loss or damage as a result of the failure of a Director, Proposed Director or Consenting Person (the “有關人士”) to notify of items (a), (b) or (c) in the preceding sentence, you may recover such loss or damage from the Relevant Person.
If you have suffered any loss or damage as a result of the Documentation containing misleading or deceptive statements or omissions, or information that is out of date, you may recover such loss or damage from the Company, a Director, or a Proposed Director.
If you have suffered any loss or damage as a result of the Documentation containing misleading or deceptive statements or omissions, you may also recover such loss or damage from a Consenting Person who made the misleading or deceptive statement or the misleading or deceptive statement is based on a statement from that person.
Notwithstanding the above, none of the Company or the Relevant Persons are liable for any loss or damage suffered by you if:
(a) 公司或相關人士: (i) 在情況合理的情況下進行了所有合理的查詢,並在這樣做後,有理由相信該陳述並非具有誤導性或欺騙性; (ii) 不知道該陳述具有誤導性或欺騙性; 及 (iii) 根據公司的情況,是從某位非公司董事、員工或代理人,或根據個人的情況,是從某位非個人員工或代理人所提供的資訊合理依賴。
(b) 同意人證明其已公開撤回同意以該方式在文件中被命名; 或
(c) 違法行為是因為自文件準備以來出現的新情況所致,並且相關人士證明他們並不知曉此事。
員工NQO獎勵協議形式 (2024年10月28日核准)
加拿大
以下條款適用於任何選擇權人,即 (a) 住在加拿大的省份或領土並主要在該省份或領土工作報告; 或 (b) 根據加拿大稅法律受加拿大稅務規管。 所得稅法(加拿大) (Canada) (the “稅法)和/或加拿大任何省份或地区的税收立法。
(b)Death; Disability. If Optionee Active Service terminates as a result of Optionee’s death (or Optionee dies within three (3) months of Optionee’s termination of Active Service other than for Cause, then the Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death (subject to the expiration details in Section 7). If Optionee’s Active Service terminates because of Optionee’s Disability, then the Option will expire at the close of business at Company headquarters on the date twelve (12) months after Optionee’s Termination Date (subject to the expiration details in Section 7).
(c) 為何Corcept Therapeutics股票今天飆升?. Unless otherwise determined by the Committee, the Option (whether or not vested) will terminate immediately upon Optionee’s Termination Date if the Company reasonably determines in good faith that such cessation of Active Services has resulted in connection with an act or failure to act constituting Cause at the time Optionee terminated Services). For purposes of the Option, “為何Corcept Therapeutics股票今天飆升?” shall mean Optionee’s wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned by the Company, or one of its Subsidiaries or Affiliates, or such other circumstances under which the Company, or its Subsidiaries or Affiliates, is permitted under the applicable employment standards legislation to terminate the employment or engagement of Optionee without any notice of termination, termination pay, and severance pay, including under the applicable employment standards legislation (if any).
(d) No Notification of Exercise Periods. Optionee is responsible for keeping track of these exercise periods following Optionee’s Termination Date. The Company will not provide further notice of such periods. In no event will the Option be exercised later than the Expiration Date set forth in the Notice.
(e) 終止. For purposes of the Option, “終止日期” means Optionee’s last day of Active Service with the Company or any of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any). Unless otherwise provided in this Agreement or determined by the Company, Optionee’s right to vest in the Option under the Plan, if any, will terminate as of the Termination Date. As used herein, “Active Service“” 的意思是:
Form of Employee NQO Award Agreement (approved October 28, 2024)
A partial “sell to cover” (i.e., where the exercise price is paid to the Company from the sales proceeds obtained from selling a portion (but not all) of the shares) or a “net exercise” (i.e., where the Company retains a portion of the shares otherwise due to you in satisfaction of the exercise price due) method contemplated in Section 5(b) and 5(c) of this Agreement is not permitted in India. The Company reserves the right to prescribe an alternative method of payment that Optionee shall use (whether set out in this Agreement and/or the Plan or otherwise) depending on the development of local law. This paragraph applies notwithstanding any contrary provision in this Agreement or the Plan.
Optionee may be subject to additional reporting and compliance requirements if the acquisition of Shares pursuant to the exercise of the Option exceeds the applicable thresholds from time to time prescribed under FEMA (such threshold currently being 10% of the Company’s paid-up equity capital and / or acquisition of control). It is Optionee’s responsibility to comply with these requirements if Optionee breaches the prescribed thresholds.
2.交易所管制資訊. In relation to Shares that may be issued to Optionee by the Company, Optionee agrees and acknowledges that he/she may be required to submit to the Reserve Bank of India such other reports or documents as may be prescribed by the Reserve Bank of India from time to time. On the sale of Shares purchased under the Plan or the receipt of any dividends on the Shares, Optionee acknowledges its obligation and agrees to: (i) repatriate any proceeds within one hundred and eighty (180) days of the date of sale or the date of the dividends falling due (as maybe applicable), unless such proceeds are reinvested in compliance with FEMA; and (ii) obtain a foreign inward remittance certificate (“FIRC”) from the bank in which the foreign currency is deposited and maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or Employer requests proof of repatriation.