ADBE » Topics » Tax-Related Items

These excerpts taken from the ADBE 10-K filed Jan 23, 2009.
Tax-Related Items), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and Participating Company Group (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Award, the subsequent sale of shares acquired pursuant to this Award, or the receipt of any dividends and (ii) do not commit to structure the terms of the grant or any other aspect of your Award to reduce or eliminate your liability for Tax-Related Items. At the time you vest in this Award, at the time you receive a distribution of shares of Stock pursuant to this Award, or at any other time as reasonably requested by the Company or the Participating Company Group, you shall pay or make adequate arrangements satisfactory to the Participating Company Group to satisfy all withholding obligations of the Participating Company Group. In this regard, at the time you vest in and/or receive a distribution of shares of Stock pursuant to this Award, or at any other time as reasonably requested by the Company or the Participating Company Group, you hereby authorize the withholding of that number of whole vested shares otherwise deliverable to you pursuant to this Award Agreement having a fair market value not in excess of the amount of the Tax-Related Items determined by the applicable minimum statutory rates. In no event may shares of Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law. Finally, you shall pay to the Company or Participating Company Group (as applicable) any amount of the Tax-Related Items that the Company or the Participating Company Group may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. You expressly acknowledge and agree that the Company may withhold from any compensation paid to you by the Company in partial or full satisfaction of the withholdings contemplated by this Section 11. The Company and the Participating Company Group shall have no obligation to deliver shares of Stock until you have satisfied the obligations in connection with the Tax-Related Items as described in this section.

12. 
Tax-Related Items), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and Participating Company Group (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Award, the subsequent sale of shares acquired pursuant to this Award, or the receipt of any dividends and (ii) do not commit to structure the terms of the grant or any other aspect of your Award to reduce or eliminate your liability for Tax-Related Items. At the time you vest in this Award, at the time you receive a distribution of shares of Stock pursuant to this Award, or at any other time as reasonably requested by the Company or the Participating Company Group, you shall pay or make adequate arrangements satisfactory to the Participating Company Group to satisfy all withholding obligations of the Participating Company Group. In this regard, at the time you vest in and/or receive a distribution of shares of Stock pursuant to this Award, or at any other time as reasonably requested by the Company or the Participating Company Group, you hereby authorize the withholding of that number of whole vested shares otherwise deliverable to you pursuant to this Award Agreement having a fair market value not in excess of the amount of the Tax-Related Items determined by the applicable minimum statutory rates. In no event may shares of Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law. Finally, you shall pay to the Company or Participating Company Group (as applicable) any amount of the Tax-Related Items that the Company or the Participating Company Group may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. You expressly acknowledge and agree that the Company may withhold from any compensation paid to you by the Company in partial or full satisfaction of the withholdings contemplated by this Section 11. The Company and the Participating Company Group shall have no obligation to deliver shares of Stock until you have satisfied the obligations in connection with the Tax-Related Items as described in this section.

12. 
Tax-Related Items), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and Participating Company Group (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Award, the subsequent sale of shares acquired pursuant to this Award, or the receipt of any dividends and (ii) do not commit to structure the terms of the grant or any other aspect of your Award to reduce or eliminate your liability for Tax-Related Items. At the time you vest in this Award, at the time you receive a distribution of shares of Stock pursuant to this Award, or at any other time as reasonably requested by the Company or the Participating Company Group, you shall pay or make adequate arrangements satisfactory to the Participating Company Group to satisfy all withholding obligations of the Participating Company Group. In this regard, at the time you vest in and/or receive a distribution of shares of Stock pursuant to this Award, or at any other time as reasonably requested by the Company or the Participating Company Group, you hereby authorize the withholding of that number of whole vested shares otherwise deliverable to you pursuant to this Award Agreement having a fair market value not in excess of the amount of the Tax-Related Items determined by the applicable minimum statutory rates. In no event may shares of Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law. Finally, you shall pay to the Company or Participating Company Group (as applicable) any amount of the Tax-Related Items that the Company or the Participating Company Group may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. You expressly acknowledge and agree that the Company may withhold from any compensation paid to you by the Company in partial or full satisfaction of the withholdings contemplated by this Section 11. The Company and the Participating Company Group shall have no obligation to deliver shares of Stock until you have satisfied the obligations in connection with the Tax-Related Items as described in this section.

12. 
Tax-Related Items), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and Participating Company Group (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Award, the subsequent sale of shares acquired pursuant to this Award, or the receipt of any dividends and (ii) do not commit to structure the terms of the grant or any other aspect of your Award to reduce or eliminate your liability for Tax-Related Items. At the time you vest in this Award, at the time you receive a distribution of shares of Stock pursuant to this Award, or at any other time as reasonably requested by the Company or the Participating Company Group, you shall pay or make adequate arrangements satisfactory to the Participating Company Group to satisfy all withholding obligations of the Participating Company Group. In this regard, at the time you vest in and/or receive a distribution of shares of Stock pursuant to this Award, or at any other time as reasonably requested by the Company or the Participating Company Group, you hereby authorize the withholding of that number of whole vested shares otherwise deliverable to you pursuant to this Award Agreement having a fair market value not in excess of the amount of the Tax-Related Items determined by the applicable minimum statutory rates. In no event may shares of Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law. Finally, you shall pay to the Company or Participating Company Group (as applicable) any amount of the Tax-Related Items that the Company or the Participating Company Group may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. You expressly acknowledge and agree that the Company may withhold from any compensation paid to you by the Company in partial or full satisfaction of the withholdings contemplated by this Section 11. The Company and the Participating Company Group shall have no obligation to deliver shares of Stock until you have satisfied the obligations in connection with the Tax-Related Items as described in this section.

12. 
Tax-Related Items), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Participating Company Group (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise, or the receipt of any dividends and (ii) does not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.  At the time of exercise of the Option, the Participant shall pay or make adequate arrangements satisfactory to the Participating Company Group to satisfy all withholding obligations of the Participating Company Group.  In this regard, at the time the Option is exercised, in whole or in part, or at any other time as reasonably requested by the Company, the Participant hereby authorizes withholding of all applicable Tax-Related Items from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Related Items by the Participating Company Group, if any, which arise in connection with the Option.  Alternatively, or in addition, if permissible under applicable law, the Participating Company Group may (i) sell or arrange for the sale of shares acquired by the Participant to meet the withholding obligation of Tax-Related Items and/or (ii) withhold in shares, provided that only the amount of shares necessary to satisfy the minimum withholding amount are withheld.  Finally, the Participant shall pay to the Participating Company Group any amount of the Tax-Related Items that the Participating Company Group may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company shall have no obligation to process the exercise of the Option or to deliver shares of Stock until the obligations in connection with the Tax-Related Items as described in this section have been satisfied by the Participant.
 
4.5 
Tax-Related
Items
), you
acknowledge that the ultimate liability for all Tax-Related Items legally due by
you is and remains your responsibility and that the Company and Participating
Company Group (i) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of your Award,
the subsequent sale of shares acquired pursuant to this Award, or the receipt of
any dividends and (ii) do not commit to structure the terms of the grant or any
other aspect of your Award to reduce or eliminate your liability for Tax-Related
Items. At the time you vest in this Award, at the time you receive a
distribution of shares of Stock pursuant to this Award, or at any other time as
reasonably requested by the Company or the Participating Company Group, you
shall pay or make adequate arrangements satisfactory to the Participating
Company Group to satisfy all withholding obligations of the Participating
Company Group. In this regard, at the time you vest in and/or receive a
distribution of shares of Stock pursuant to this Award, or at any other time as
reasonably requested by the Company or the Participating Company Group, you
hereby authorize the withholding of that number of whole vested shares otherwise
deliverable to you pursuant to this Award Agreement having a fair market value
not in excess of the amount of the Tax-Related Items determined by the
applicable minimum statutory rates. In no event may shares of Stock shall be
withheld with a value exceeding the minimum amount of tax required to be
withheld by law. Finally, you shall pay to the Company or Participating Company
Group (as applicable) any amount of the Tax-Related Items that the Company or
the Participating Company Group may be required to withhold as a result of your
participation in the Plan that cannot be satisfied by the means previously
described. You expressly acknowledge and agree that the Company may withhold
from any compensation paid to you by the Company in partial or full satisfaction
of the withholdings contemplated by this Section 11. The Company and the
Participating Company Group shall have no obligation to deliver shares of Stock
until you have satisfied the obligations in connection with the Tax-Related
Items as described in this section.



12. 
Tax-Related
Items
), you
acknowledge that the ultimate liability for all Tax-Related Items legally due by
you is and remains your responsibility and that the Company and Participating
Company Group (i) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of your Award,
the subsequent sale of shares acquired pursuant to this Award, or the receipt of
any dividends and (ii) do not commit to structure the terms of the grant or any
other aspect of your Award to reduce or eliminate your liability for Tax-Related
Items. At the time you vest in this Award, at the time you receive a
distribution of shares of Stock pursuant to this Award, or at any other time as
reasonably requested by the Company or the Participating Company Group, you
shall pay or make adequate arrangements satisfactory to the Participating
Company Group to satisfy all withholding obligations of the Participating
Company Group. In this regard, at the time you vest in and/or receive a
distribution of shares of Stock pursuant to this Award, or at any other time as
reasonably requested by the Company or the Participating Company Group, you
hereby authorize the withholding of that number of whole vested shares otherwise
deliverable to you pursuant to this Award Agreement having a fair market value
not in excess of the amount of the Tax-Related Items determined by the
applicable minimum statutory rates. In no event may shares of Stock shall be
withheld with a value exceeding the minimum amount of tax required to be
withheld by law. Finally, you shall pay to the Company or Participating Company
Group (as applicable) any amount of the Tax-Related Items that the Company or
the Participating Company Group may be required to withhold as a result of your
participation in the Plan that cannot be satisfied by the means previously
described. You expressly acknowledge and agree that the Company may withhold
from any compensation paid to you by the Company in partial or full satisfaction
of the withholdings contemplated by this Section 11. The Company and the
Participating Company Group shall have no obligation to deliver shares of Stock
until you have satisfied the obligations in connection with the Tax-Related
Items as described in this section.



12. 
Tax-Related
Items
), the
Participant acknowledges that the ultimate liability for all Tax-Related Items
legally due by the Participant is and remains the Participant’s responsibility
and that the Participating Company Group (i) makes no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with
any aspect of the Option, including the grant, vesting or exercise of the
Option, the subsequent sale of shares acquired pursuant to such exercise, or the
receipt of any dividends and (ii) does not commit to structure the terms of the
grant or any other aspect of the Option to reduce or eliminate the Participant’s
liability for Tax-Related Items.  At the time of exercise of the
Option, the Participant shall pay or make adequate arrangements satisfactory to
the Participating Company Group to satisfy all withholding obligations of the
Participating Company Group.  In this regard, at the time the Option
is exercised, in whole or in part, or at any other time as reasonably requested
by the Company, the Participant hereby authorizes withholding of all applicable
Tax-Related Items from payroll and any other amounts payable to the Participant,
and otherwise agrees to make adequate provision for withholding of all
applicable Tax Related Items by the Participating Company Group, if any, which
arise in connection with the Option.  Alternatively, or in addition,
if permissible under applicable law, the Participating Company Group may (i)
sell or arrange for the sale of shares acquired by the Participant to meet the
withholding obligation of Tax-Related Items and/or (ii) withhold in shares,
provided that only the amount of shares necessary to satisfy the minimum
withholding amount are withheld.  Finally, the Participant shall pay
to the Participating Company Group any amount of the Tax-Related Items that the
Participating Company Group may be required to withhold as a result of the
Participant’s participation in the Plan that cannot be satisfied by the means
previously described.  The Company shall have no obligation to process
the exercise of the Option or to deliver shares of Stock until the obligations
in connection with the Tax-Related Items as described in this section have been
satisfied by the Participant.

 

4.5 
Tax-Related
Items
), you
acknowledge that the ultimate liability for all Tax-Related Items legally due by
you is and remains your responsibility and that the Company and Participating
Company Group (i) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of your Award,
the subsequent sale of shares acquired pursuant to this Award, or the receipt of
any dividends and (ii) do not commit to structure the terms of the grant or any
other aspect of your Award to reduce or eliminate your liability for Tax-Related
Items. At the time you vest in this Award, at the time you receive a
distribution of shares of Stock pursuant to this Award, or at any other time as
reasonably requested by the Company or the Participating Company Group, you
shall pay or make adequate arrangements satisfactory to the Participating
Company Group to satisfy all withholding obligations of the Participating
Company Group. In this regard, at the time you vest in and/or receive a
distribution of shares of Stock pursuant to this Award, or at any other time as
reasonably requested by the Company or the Participating Company Group, you
hereby authorize the withholding of that number of whole vested shares otherwise
deliverable to you pursuant to this Award Agreement having a fair market value
not in excess of the amount of the Tax-Related Items determined by the
applicable minimum statutory rates. In no event may shares of Stock shall be
withheld with a value exceeding the minimum amount of tax required to be
withheld by law. Finally, you shall pay to the Company or Participating Company
Group (as applicable) any amount of the Tax-Related Items that the Company or
the Participating Company Group may be required to withhold as a result of your
participation in the Plan that cannot be satisfied by the means previously
described. You expressly acknowledge and agree that the Company may withhold
from any compensation paid to you by the Company in partial or full satisfaction
of the withholdings contemplated by this Section 11. The Company and the
Participating Company Group shall have no obligation to deliver shares of Stock
until you have satisfied the obligations in connection with the Tax-Related
Items as described in this section.



12. 
Tax-Related
Items
), you
acknowledge that the ultimate liability for all Tax-Related Items legally due by
you is and remains your responsibility and that the Company and Participating
Company Group (i) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of your Award,
the subsequent sale of shares acquired pursuant to this Award, or the receipt of
any dividends and (ii) do not commit to structure the terms of the grant or any
other aspect of your Award to reduce or eliminate your liability for Tax-Related
Items. At the time you vest in this Award, at the time you receive a
distribution of shares of Stock pursuant to this Award, or at any other time as
reasonably requested by the Company or the Participating Company Group, you
shall pay or make adequate arrangements satisfactory to the Participating
Company Group to satisfy all withholding obligations of the Participating
Company Group. In this regard, at the time you vest in and/or receive a
distribution of shares of Stock pursuant to this Award, or at any other time as
reasonably requested by the Company or the Participating Company Group, you
hereby authorize the withholding of that number of whole vested shares otherwise
deliverable to you pursuant to this Award Agreement having a fair market value
not in excess of the amount of the Tax-Related Items determined by the
applicable minimum statutory rates. In no event may shares of Stock shall be
withheld with a value exceeding the minimum amount of tax required to be
withheld by law. Finally, you shall pay to the Company or Participating Company
Group (as applicable) any amount of the Tax-Related Items that the Company or
the Participating Company Group may be required to withhold as a result of your
participation in the Plan that cannot be satisfied by the means previously
described. You expressly acknowledge and agree that the Company may withhold
from any compensation paid to you by the Company in partial or full satisfaction
of the withholdings contemplated by this Section 11. The Company and the
Participating Company Group shall have no obligation to deliver shares of Stock
until you have satisfied the obligations in connection with the Tax-Related
Items as described in this section.



12. 
These excerpts taken from the ADBE 8-K filed Feb 3, 2006.
Tax-Related Items), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Participating Company Group (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Maximum Award, the subsequent sale of shares acquired pursuant to an Actual Award, or the receipt of any dividends and (ii) does not commit to structure the terms of the grant or any other aspect of your Maximum Award to reduce or eliminate your liability for Tax-Related Items.  At the time you receive a distribution of shares of Stock pursuant to an Actual Award, or at any time thereafter as requested by the Participating Company Group, you shall pay or make

 

3



 

adequate arrangements satisfactory to the Participating Company Group to satisfy all withholding obligations of the Participating Company Group.  In this regard, at the time you receive a distribution of shares of Stock pursuant to an Actual Award, or at any time thereafter as requested by the Participating Company Group, you hereby authorize withholding of all applicable Tax-Related Items from shares of Stock otherwise deliverable to you as an Actual Award.  Finally, you shall pay to the Participating Company Group any amount of the Tax-Related Items that the Participating Company Group may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described.  The Participating Company Group shall have no obligation to deliver shares of Stock until you have satisfied the obligations in connection with the Tax-Related Items as described in this section.

 

Tax-Related Items), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Participating Company Group (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Maximum Award, the subsequent sale of shares acquired pursuant to an Actual Award, or the receipt of any dividends and (ii) does not commit to structure the terms of the grant or any other aspect of your Maximum Award to reduce or eliminate your liability for Tax-Related Items.  At the time you receive a distribution of shares of Stock pursuant to an Actual Award, or

 

3



 

at any time thereafter as requested by the Participating Company Group, you shall pay or make adequate arrangements satisfactory to the Participating Company Group to satisfy all withholding obligations of the Participating Company Group.  In this regard, at the time you receive a distribution of shares of Stock pursuant to an Actual Award, or at any time thereafter as requested by the Participating Company Group, you hereby authorize withholding of all applicable Tax-Related Items from shares of Stock otherwise deliverable to you as an Actual Award.  Finally, you shall pay to the Participating Company Group any amount of the Tax-Related Items that the Participating Company Group may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described.  The Participating Company Group shall have no obligation to deliver shares of Stock until you have satisfied the obligations in connection with the Tax-Related Items as described in this section.

 

This excerpt taken from the ADBE 8-K filed Dec 7, 2005.
Tax-Related Items), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Participating Company Group (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise, or the receipt of any dividends and (ii) does not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.  At the time of exercise of the Option, the Participant shall pay or make adequate arrangements satisfactory to the Participating Company Group to satisfy all withholding obligations of the Participating Company Group.  In this regard, at the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding of all applicable Tax-Related Items from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Related Items by the Participating Company Group, if any, which arise in connection with the Option.  Alternatively, or in addition, if permissible under applicable law, the Participating Company Group may (i) sell or arrange for the sale of shares acquired by the Participant to meet the withholding obligation of Tax-Related

 

4



 

Items and/or (ii) withhold in shares, provided that only the amount of shares necessary to satisfy the minimum withholding amount are withheld.  Finally, the Participant shall pay to the Participating Company Group any amount of the Tax-Related Items that the Participating Company Group may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company shall have no obligation to process the exercise of the Option or to deliver shares of Stock until the obligations in connection with the Tax-Related Items as described in this section have been satisfied by the Participant.

 

4.5                                

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