Adaptec 2006 Annual Report Download - page 153

Period ends, the Shares issued upon such exercise shall, at the election of the Eligible 102 Optionee, either (i) be issued in the name of the Trustee, or (ii) be
transferred to the Eligible 102 Optionee directly, provided that the Optionee first complies with all applicable provisions of the Plan.
5. Assignability
As long as Options or Shares are held by the Trustee on behalf of the Eligible 102 Optionee, all rights of the Eligible 102 Optionee over the shares are
personal, can not be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.
6. Tax Consequences
6.1 Any tax consequences arising from the grant, vesting or exercise of any Options and/or Stock Purchase Right, from the payment for Shares covered
thereby, or from any other event or act (of the Company and/or its affiliates and/or the Trustee and/or the Optionee), hereunder, shall be borne solely by the
Optionee. The Company and/or its affiliates and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and
regulations, including withholding taxes at source. Furthermore, the Optionee shall agree to indemnify the Company and/or its affiliates and/or the Trustee and
hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the
necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee. The Company and/or any of its affiliates and/or the Trustee
may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with
respect to grants under the Plan and the exercise and/or sale or other disposition thereof, including, but not limited, to (i) deducting the amount so required to be
withheld from any other amount (or Shares issuable) then or thereafter to be provided to the Optionee, including by deducting any such amount from a
Optionee’s salary or other amounts payable to the Optionee, to the maximum extent permitted under law and/or (ii) requiring the Optionee to pay to the
Company or any of its affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares and/or (iii) by
causing the exercise and sale or disposition of any Options or Shares held by on behalf of the Optionee to cover such liability. In addition, the Optionee will be
required to pay any amount due in excess of the tax withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules.
6.2 With respect to Non-Trustee Grants, if the Optionee ceases to be employed by the Company or any Affiliate, the Eligible 102 Optionee shall extend to
the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares to the satisfaction of the Company, all in
accordance with the provisions of Section 102 of the ITO and the Rules.
7. Governing Law and Jurisdiction
Notwithstanding any other provision of the Plan, with respect to Optionees subject to this Appendix, the Plan and all instruments issued thereunder or in
connection therewith shall be governed by, and interpreted in accordance with, the laws of the State of Israel applicable to contracts made and to be performed
therein.
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Source: PMC SIERRA INC, 10-K, March 01, 2007 Powered by Morningstar® Document Research℠