Acquired Rights Contract Clauses (166)

Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of Restricted Stock made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Restricted Stock awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreem...ent are not part of the Participant's ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation. View More

Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part... of the Participant's ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation. EX-10.40 4 grub-ex1040_160.htm EX-10.40 grub-ex1040_160.htm EXHIBIT 10.40 NON-QUALIFIED STOCK OPTION GRANT NOTICE This Non-Qualified Stock Option shall constitute an "inducement award" under the New York Stock Exchange Listed Company Manual Rule 303A.08, but shall otherwise be subject to the terms and conditions of the GrubHub Inc. 2015 Long-Term Incentive Plan, as amended from time to time (the "Plan"), as if this Non-Qualified Stock Option were made under the Plan. GrubHub Inc., a Delaware corporation (the "Company") hereby grants to the Participant, effective on the Grant Date, a Non-Qualified Stock Option to purchase a number of shares of Common Stock of the Company at the Per Share Exercise Price (the details of which are specified below), subject to the terms and conditions of the Plan and the Non-Qualified Stock Option Agreement attached hereto as Exhibit A (both of which are incorporated by reference herein). Any capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. Participant: ___________________ Grant Date: ___________________ Expiration Date: ___________________ Per Share Exercise Price: $________________ Number of Shares subject to this Option: ________________ Vesting Schedule: The shares subject to this Option shall vest as follows: Vesting DateNumber of Shares[●][●] Exhibit A NON-QUALIFIED STOCK OPTION AWARD AGREEMENT WHEREAS, this Non-Qualified Stock Option Award Agreement, which is attached to the Non-Qualified Stock Option Grant Notice (the "Grant Notice" and this Non-Qualified Stock Option Award Agreement shall be referred to collectively as the "Agreement"), has been entered into effective on the Grant Date specified in the Grant Notice, by and between GrubHub Inc., a Delaware corporation (the "Company") and the Participant specified in the Grant Notice. This Agreement shall constitute an "inducement award" under the New York Stock Exchange Listed Company Manual Rule 303A.08, but shall otherwise be subject to the terms and conditions of the GrubHub Inc. 2015 Long-Term Incentive Plan, as in effect and as amended from time to time (the "Plan"); and WHEREAS, the Committee has determined that it would be in the best interests of the Company to grant to the Participant a Non‐Qualified Stock Option to purchase the number of shares of Common Stock indicated in the Grant Notice, subject to the vesting schedule set forth in the Grant Notice and all other terms and conditions set forth under the Plan and this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows: 1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan as if this Agreement were made under the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated into this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and also acknowledges that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. No part of the Option granted hereby is intended to qualify as an "incentive stock option" under Section 422 of the Code. View More