(j) This Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past.
(k) All determinations with respect to any such future awards, including, but not limited to, the time or times when such awards are made, the number of shares of Common Stock or PRSUs subject to such Awards, and the performance and other conditions applied to the Awards will be at the sole discretion of the Company.
(l) The value of the shares of Common Stock and this Award are an extraordinary item of compensation, which is outside the scope of your employment or service contract, if any.
(m) The shares of Common Stock, this Award, or any income derived therefrom are a potential bonus payment not paid in lieu of any cash salary compensation and not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or similar payments.
(n) In the event of the termination of your Continuous Service prior to the vesting of this Award (or a portion thereof), your eligibility to receive shares of Common Stock under this Award (or portion thereof) or the Plan, if any, will terminate effective as of the date that you are no longer actively employed or retained regardless of any reasonable notice period mandated under local law, except as expressly provided in this Award Agreement.
(o) In the event of the termination of your Continuous Service for Cause, the Company, in its sole discretion, may, in accordance with Section 7(b)(vi) of the Plan, rescind any transfer of Common Stock to you that vested within six (6) months prior to such termination of Continuous Service or demand that you pay over to the Company the proceeds received by you upon the sale, transfer or other transaction involving the Common Stock in such manner and on such terms and conditions as the Company may require, and the Company shall be entitled to set-off against the amount of such proceeds any amount you owe to the Company to the fullest extent permitted by law.
(p) The future value of the shares of Common Stock is unknown and cannot be predicted with certainty. No right to present or future ownership of Common Stock is granted pursuant to this Award; this Award is settled in shares of Common Stock only.
(q) No claim or entitlement to compensation or damages arises from the termination of this Award or diminution in value of the shares of Common Stock, and you irrevocably release the Company and its Affiliates, from any such claim that may arise.
(r) The Plan and this Award set forth the entire understanding between you, the Company and any Affiliate regarding the acquisition of the shares of Common Stock and supersede all prior oral and written agreements pertaining to this Award.
13. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.
14. HEADINGS. The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.