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This excerpt taken from the CHRD 8-K filed Nov 19, 2009. “Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and may exceed the amount actually
withheld by the Company or the Employer. You acknowledge 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 Award, including, but not limited to, the grant or vesting of the Award,
the issuance of shares of Common Stock, the subsequent sale of shares of Common
Stock acquired pursuant to such issuance 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 Award to reduce or eliminate your liability for
Tax-Related Items or achieve any particular tax result. Further, if
you have become subject to tax in more than one jurisdiction between the Date of
Grant set forth in the Grant Notice and the date of any relevant taxable or tax
withholding event, as applicable, you acknowledge that the Company and/or the Employer (or
your former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
(b) Prior
to any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items. In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one or a
combination of the following:
To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. If the obligation for
Tax-Related Items is satisfied by withholding shares of Common Stock, for tax
purposes, you are deemed to have been issued the full number of shares of Common
Stock subject to the vested portion of the Award, notwithstanding that a number
of the shares of Common Stock are held back solely for the purpose of paying the
Tax-Related Items due as a result of any aspect of your participation in the
Plan.
(c) Unless
the withholding obligations of the Company and/or the Employer with regard to
all Tax-Related Items are satisfied, the Company shall have no obligation to
deliver any shares of Common Stock to you. Finally, you agree to
indemnify and hold the Company and/or the Employer harmless from any failure by
the Company and/or the Employer to withhold the proper amount.
12. Data
Privacy. You hereby explicitly and unambiguously consent to
the collection, use and transfer, in electronic or other form, of your personal
data as described in the Grant Notice, this Restricted Stock Unit Award
Agreement and any other Award materials by and among, as applicable, the
Employer, the Company and any Affiliate for the exclusive purpose of
implementing, administering and managing your participation in the
Plan.
You
understand that the Company and the Employer may hold certain personal
information about you, including, but not limited to, your name, home address
and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of Common
Stock or directorships held in the Company, details of all Awards or any other
entitlement to shares of Common Stock awarded, canceled, exercised, vested,
unvested or outstanding in your favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Data”).
You
understand that Data will be transferred to E*TRADE, or such other stock plan
service provider as may be selected by the Company in the future, which is
assisting the Company with the implementation, administration and management of
the Plan. You understand that the recipients of Data may be located
in the United States or elsewhere, and that the recipients’ country (e.g., the
United States) may have different data privacy laws and protections than your
country. You understand that you may request a list with the names
and addresses of any potential recipients of Data by contacting your local human
resources representative. You authorize the Company, E*TRADE and any
other possible recipients which may assist the Company (presently or in the
future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer Data, in electronic or other form, for the
sole purpose of implementing, administering and managing your participation in
the Plan. You understand that Data will be held only as long as is
necessary to implement, administer and manage your participation in the
Plan. You understand that you may, at any time, view Data, request
additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing your local human resources
representative. You understand, however, that refusing or withdrawing
your consent may affect your ability to participate in the Plan. For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human resources
representative.
13. This excerpt taken from the CHRD 10-Q filed May 7, 2009. “Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and may exceed the amount actually
withheld by the Company or the Employer. You acknowledge 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 Award, including, but not limited to, the grant or vesting of the Award,
the issuance of shares of Common Stock, the expiration of the Holding Period,
the sale of shares of Common Stock acquired under the Plan 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 Award to reduce or
eliminate your liability for Tax-Related Items or achieve any particular tax
result. Further, if you have become subject to tax in more than one
jurisdiction between the Date of Grant set forth in the Grant Notice and the
date of any relevant taxable or tax withholding event, as applicable, you
acknowledge that the Company and/or the Employer (or
your former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
(b) Prior
to any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items. In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one or a
combination of the following:
To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. If the obligation for
Tax-Related Items is satisfied by withholding shares of Common Stock, for tax
purposes, you are deemed to have been issued the full number of shares of Common
Stock subject to the vested portion of the Award, notwithstanding that a number
of the shares of Common Stock are held back solely for the purpose of paying the
Tax-Related Items due as a result of any aspect of your participation in the
Plan.
(c) Unless
the withholding obligations of the Company and/or the Employer with regard to
all Tax-Related Items are satisfied, the Company shall have no obligation to
deliver any shares of Common Stock to the Escrow Agent. Finally, you
agree to indemnify and hold the Company and/or the Employer harmless from any
failure by the Company and/or the Employer to withhold the proper
amount.
13. Data
Privacy. You hereby explicitly and unambiguously consent to the
collection, use and transfer, in electronic or other form, of your personal data
as described in the Grant Notice, this Restricted Stock Unit Award Agreement and
any other Award materials by and among, as applicable, the Employer, the Escrow
Agent, the Company and any Affiliate for the exclusive purpose of implementing,
administering and managing your participation in the Plan.
You
understand that the Company, the Escrow Agent and the Employer may hold certain
personal information about you, including, but not limited to, your name, home
address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of Common
Stock or directorships held in the Company, details of all Awards or any other
entitlement to shares of Common Stock awarded, canceled, exercised, vested,
unvested or outstanding in your favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Data”).
You
understand that Data will be transferred to E*TRADE, or such other stock plan
service provider as may be selected by the Company in the future, which is
assisting the Company with the implementation, administration and management of
the Plan. You understand that the recipients of Data may be located
in the United States or elsewhere, and that the recipients’ country (e.g., the
United States) may have different data privacy laws and protections than your
country. You understand that you may request a list with the names
and addresses of any potential recipients of Data by contacting your local human
resources representative. You authorize the Company, the Escrow
Agent, E*TRADE and any other possible recipients which may assist the Company
(presently or in the future) with implementing, administering and managing the
Plan to receive, possess, use, retain and transfer Data, in electronic or other
form, for the sole purpose of implementing, administering and managing your
participation in the Plan. You understand that Data will be held only
as long as is necessary to implement, administer and manage your participation
in the Plan. You understand that you may, at any time, view Data,
request additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein, in
any case without cost, by contacting in writing your local human resources
representative. You understand, however, that refusing or withdrawing
your consent may affect your ability to participate in the Plan. For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human resources
representative.
14. These excerpts taken from the CHRD 10-Q filed Jan 29, 2009. “Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and may exceed the amount actually
withheld by the Company or an Affiliate. You acknowledge that the
Company and/or any Affiliate (i) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect
of the Award, including, but not limited to, the grant or vesting of the Award,
the issuance of shares of Common Stock, the expiration of the Reacquisition
Right and the Holding Period, the sale of shares of Common Stock acquired under
the Plan 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
Award to reduce or eliminate your liability for Tax-Related Items or achieve any
particular tax result. Further, if you have become subject to tax in
more than one jurisdiction between the Date of Grant set forth in the Grant
Notice and the date of any relevant taxable or tax withholding event, as
applicable, you acknowledge that the Company and/or an Affiliate may
be required to withhold or account for Tax-Related Items in more than one
jurisdiction.
(b) Prior
to any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company and/or an Affiliate to
satisfy all Tax-Related Items. In this regard, you authorize the
Company and/or an Affiliate, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one or a
combination of the following:
To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. If the obligation for
Tax-Related Items is satisfied by withholding shares of Common Stock, for tax
purposes, you are deemed to have been issued the full number of shares of Common
Stock subject to the Award, notwithstanding that a number of the shares of
Common Stock are held back solely for the purpose of paying the Tax-Related
Items due as a result of any aspect of your participation in the
Plan.
(c) Unless
the withholding obligations of the Company and/or any Affiliate with regard to
all Tax-Related Items are satisfied, the Company shall have no obligation to
deliver any shares of Common Stock to you. Finally, you agree to
indemnify and hold the Company and/or any Affiliate harmless from any failure by
the Company and/or any Affiliate to withhold the proper amount.
4. “Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and may exceed the amount actually
withheld by the Company or the Employer. You further acknowledge 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 of Common Stock 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 your liability for Tax-Related Items or
achieve any particular tax result. You shall not make any claim
against the Company, its Officers, Directors, Employees or Affiliates related to
Tax-Related Items. Further, if you have become subject to tax in more
than one jurisdiction between the Date of Grant and the date of any relevant
taxable event, you acknowledge that the Company and/or the Employer (or
your former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
(b) Prior
to any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items. In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one or a
combination of the following:
To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. If the obligation for
Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax
purposes, you are deemed to have been issued the full number of shares of Common
Stock subject to the exercised portion of the Option, notwithstanding that a
number of the shares of Common Stock are held back solely for the purpose of
paying the Tax-Related Items due as a result of any aspect of your participation
in the Plan.
Finally,
you shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as a
result of your participation in the Plan that cannot be satisfied by the means
previously described.
(c) You
may not exercise your Option if you fail to comply with your obligations in
connection with the Tax-Related Items. Accordingly, you may not be
able to exercise your Option when desired even though your Option is vested, and
the Company shall have no obligation to issue a certificate for such shares of
Common Stock unless you comply with your obligations in connection with the
Tax-Related Items.
12. This excerpt taken from the CHRD 8-K filed Nov 25, 2008. “Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and may exceed the amount actually
withheld by the Company or the Employer. You further acknowledge 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 of Common Stock 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 your liability for Tax-Related Items or
achieve any particular tax result. You shall not make any claim
against the Company, its Officers, Directors, Employees or Affiliates related to
Tax-Related Items. Further, if you have become subject to tax in more
than one jurisdiction between the Date of Grant and the date of any relevant
taxable event, you acknowledge that the Company and/or the Employer (or
your former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
(b) Prior
to any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items. In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one or a
combination of the following:
To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. If the obligation for
Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax
purposes, you are deemed to have been issued the full number of shares of Common
Stock subject to the exercised portion of the Option, notwithstanding that a
number of the shares of Common Stock are held back solely for the purpose of
paying the Tax-Related Items due as a result of any aspect of your participation
in the Plan.
Finally,
you shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as a
result of your participation in the Plan that cannot be satisfied by the means
previously described.
(c) You
may not exercise your Option if you fail to comply with your obligations in
connection with the Tax-Related Items. Accordingly, you may not be
able to exercise your Option when desired even though your Option is vested, and
the Company shall have no obligation to issue a certificate for such shares of
Common Stock unless you comply with your obligations in connection with the
Tax-Related Items.
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