PLAN OF DISTRIBUTION32.
Will the Company withhold taxes on exercise of a nonstatutory stock option?
We are registering our common stock (the “Securities”) covered by this prospectus on behalf
If you were an employee of the Selling Stockholders. All costs, expensesCompany during any part of the option term, the Company is required to withhold federal and fees connected withstate income and employment taxes from the registration of these Securitiesspread upon exercise or to otherwise ensure that the withholding taxes due will be borne by us. Any brokerage commissions and similar expenses connectedpaid. Generally, if the Company complies with sellingthis requirement, we are allowed a business expense deduction on the Securities willamount of ordinary income you recognized upon exercise of your nonstatutory stock option.
The amount of withholding may be borne by the Selling Stockholders. The Selling Stockholdersinsufficient to pay all applicable taxes that may offer and sell the Securities covered by this prospectus from time to time in one or more transactions. The term “Selling Stockholders” includes pledgees, donees, transferees, designees and other successors-in-interest who may acquire Securities through a pledge, gift, partnership distribution or other non-sale related transfer from the Selling Stockholders. The Selling Stockholders will act independently of us in making decisionsbe due with respect to the timing, mannerexercise of your options. See your tax advisor for more details. We are not obligated to issue the shares to you unless you make satisfactory arrangements with us to cover the amount of federal, state, local, and sizeforeign tax withholding due upon the exercise of each sale. These transactions include:your nonstatutory stock option (to the extent applicable).
•33.
through one or more underwriters or dealers inHow much tax do I pay when I sell stock received upon the exercise of a public offering and sale by them, whether individually or through an underwriting syndicate led by one or more managing underwriters;nonstatutory stock option?
If you exercised your nonstatutory stock option when the exercise price was lower than the fair market value on the date of exercise, you generally should have paid tax on the difference between the two. Upon the sale of your stock (or other taxable transfer) you generally will recognize a gain or loss equal to the difference between the sales price and the fair market value at the time of exercise. Generally, your gain or loss will be characterized as a long-term capital gain or loss if you held the stock for more than one year after the date the option was exercised, and a short-term capital gain or loss if you did not hold the stock for that period of time.
•You should consult with your tax advisor if you have questions relating to the tax consequences of participation in and the sale of shares under the Plan.
Restricted Stock Unit Awards
34.
in “at the market offerings” within the meaning of Rule 415(a)(4) under the Securities Act,Am I subject to or throughincome tax when I receive a market maker or into an existing trading market, on an exchange or otherwise;restricted stock unit award?
No. You generally will not recognize any income upon receipt of your restricted stock unit award.
•35.
directly to a limited numberWhat are the tax consequences of purchasers or to a single purchaser;the receipt of shares of common stock upon settlement of my vested restricted stock unit award?
You generally will recognize ordinary income equal to the fair market value of the underlying shares on the date the shares are delivered to you in settlement of your vested restricted stock unit award.
•36.
through agents;Will the Company collect income and employment taxes on vesting or settlement of the shares subject to my restricted stock unit award?
When you vest in your restricted stock unit award (or, possibly later in the year when you are issued the shares), to the extent applicable, we generally must withhold income and employment taxes from other compensation payable to you in an amount based on the ordinary income you recognize, and we will generally be able to take a business expense deduction in the amount of ordinary income that you recognize at that time.
•We are not obligated to issue the shares to you unless you make satisfactory arrangements with the Company to cover the amount of federal, state, local, and foreign tax withholding due (to the extent applicable) upon the vesting and delivery of your shares.
37.
by delayed delivery contracts or by remarketing firms;What are the tax consequences upon my sale of the shares received upon settlement of my restricted stock unit award?
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ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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purchases byUpon a broker-dealer as principal and resale by the broker-dealer for its own accountsubsequent sale of any stock acquired pursuant to this prospectus;
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exchangeyour restricted stock unit award, you will recognize a capital gain or over-the-counter distributions in accordance withloss equal to the rulesdifference between the sale price and the sum of the exchange or other market;
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block trades in which the broker-dealer attempts to sell the Securitiesamount paid for such stock plus any amount recognized as agent but may position and resell a portionordinary income upon acquisition of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as agent on both sides of the trade;
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transactions in options, swaps or other derivatives that may or may not be listed on an exchange;
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through distributions by a Selling Stockholder or its successors in interest to its members, general or limited partners or shareholders (or their respective members, general or limited partners or shareholders);
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a combination of any such method of sale; or
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any other method permitted pursuant to applicable law.
In connection with distributions of the Securities or otherwise, the Selling Stockholders may:
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sell the Securities:
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in negotiated transactions;
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in one or more transactions at a fixed price or prices, which may be changed from time to time;
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at market prices prevailing at the times of sale;
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at prices related to such prevailing market prices; or
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at negotiated prices;
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sell the Securities:
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on a national securities exchange;
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in the over-the-counter market; or
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in transactions otherwise than on an exchange or in the over-the-counter market, or in combination;
stock. Such gain