(b)运动方法期权可通过按公司指定的形式提交行使通知书行使。该通知书将声明行使期权的选择,以及行使期权的股份数量。行使通知」,其中将说明行使期权的选择,以及行使期权的股份数量。5000 Executive Parkway, Suite 520根据计划的规定,公司可能会要求其他文件和协议。履行通知将以亲自递交、邮寄、通过电子邮件或传真或公司指定的其他方法递交给公司秘书或公司指定的其他人。履行通知将附有支付所有已行使股份的总行使价格以及任何适用的税务相关项目(如下文第8条所定义)。在公司接收到全部已签署的履行通知以及总行使价格和支付任何适用的税务相关项目时,该期权将被视为行使。除非股份的发行和行使符合法律的所有相关规定以及股票当时所挂牌在的任何证券交易所或报价服务的要求,否则不会根据期权行使而发行股份。在假设遵守该等规定的情况下,已行使的股份将被视为于行使期权之日转让给受让人。
(a)税责负责的责任. 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 “雇主”), 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 (“与税款相关项目”) 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)
此协议、计划、计划说明书和通知(“文档”) 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 “有关人士”) 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) 公司或相关人士: (i) 在情况合理的情况下进行了所有合理的查询,并在这样做后,有理由相信该陈述并非具有误导性或欺骗性; (ii) 不知道该陈述具有误导性或欺骗性; 及 (iii) 根据公司的情况,是从某位非公司董事、员工或代理人,或根据个人的情况,是从某位非个人员工或代理人所提供的资讯合理依赖。
(b) 同意人证明其已公开撤回同意以该方式在文件中被命名; 或
(c) 违法行为是因为自文件准备以来出现的新情况所致,并且相关人士证明他们并不知晓此事。
员工NQO奖励协议形式 (2024年10月28日核准)
加拿大
以下条款适用于任何选择权人,即 (a) 住在加拿大的省份或领土并主要在该省份或领土工作报告; 或 (b) 根据加拿大税法律受加拿大税务规管。 所得税法(加拿大) (Canada) (the “税法)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) 为何Corcept Therapeutics股票今天飙升?. 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, “为何Corcept Therapeutics股票今天飙升?” 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) 终止. For purposes of the Option, “终止日期” 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.交易所管制资讯. 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.