Data Privacy Contract Clauses (2,488)

Data Privacy.  To administer the Plan, the Trust may process personal data about the Optionee. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about the Optionee such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Trust to facilitate the administration of the Plan. By 3 PSA – Form of Award Agreement 8 – Trustee... Options (Form 10-K Exhibit 10.28) Exhibit 10.28 accepting this grant, the Optionee hereby gives express consent to the Trust to process any such personal data. Optionee also gives express consent to the Trust to transfer any such personal data outside the country in which Optionee works, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who will include the Trust and other persons who are designated by the Trust to administer the Plan.    9. CONSENT TO ELECTRONIC DELIVERY OF MATERIALS.  3 PSA – Form of Award Agreement 1 – Employee Options (Form 10-K Exhibit 10.27) Exhibit 10.27 The Trust may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, Optionee agrees that the Trust may deliver the Plan prospectus and any annual reports to Optionee in an electronic format. If at any time Optionee would prefer to receive paper copies of these documents, as Optionee is entitled to, the Trust would be pleased to provide copies. Optionee will contact the Trust's Legal Department to request paper copies of these documents.  10. WITHHOLDING TAXES. Upon the request of the Trust, the Optionee shall promptly pay to the Trust, or make arrangements satisfactory to the Trust regarding payment of, any federal, state or local taxes of any kind required by law to be withheld as a result of the Optionee's exercise of the Option. The Trust and its Affiliates shall have the right to deduct from payments of any kind otherwise due to the Optionee any such taxes. The Optionee shall make any such payments in cash or cash equivalents or, subject to the prior approval of the Committee, which may be withheld in the Committee's sole discretion, the Optionee may elect to satisfy the withholding obligation, in whole or in part, (i) by causing the Trust to withhold shares of Stock otherwise issuable to the Optionee pursuant to the Option or (ii) by delivering to the Trust shares of Stock already owned by the Optionee. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to the applicable withholding obligations. The Optionee may deliver or have withheld only shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. View More

Data Privacy. By accepting the Option, the Employee acknowledges that the processing of certain personal data by the Company and each Affiliate (and any agent of the Company or any Affiliate administering the Plan or providing Plan record keeping services) is necessary for the performance of contractual duties to the Employee under the Option in order to facilitate the grant of the Option and the issuance of Shares and the administration of the Plan. Any storage, transfer or processing of personal data shall... be in accordance with applicable law and, where required, in accordance with any Company Privacy Notice made available to the Employee. 8 EX-10.3 EX-10.11(F) 4 a18-15671_1ex10d3.htm EX-10.3 Exhibit 10.3 ex-10d11f.htm EX-10.11(F) imgn_Ex10-11-f Exhbit 10.11(f) IMMUNOGEN, INC. PERFORMANCE-BASED NON-QUALIFIED STOCK OPTION TERMS AND CONDITIONS The following supplements the Grant Detail (the "Grant Detail") to which these Performance-Based Non-Qualified Stock Option Terms and Conditions apply, and together with the Grant Detail, constitutes the "Option Agreement" referenced in the Grant Detail. This Option Agreement is entered into and made effective as of the grant date referenced in the Grant Detail (the "Date of Grant") and is between ImmunoGen, Inc., a Massachusetts corporation (the "Company"), and the employee or consultant of the Company (the "Participant") referenced in the Grant Detail. Certain capitalized terms, to the extent not defined where they first appear in this Option Agreement, are defined in the Company's 2018 Employee, Director and Consultant Equity Incentive Plan (the "Plan"). View More

Data Privacy. Participant understands that the Company and one or more of its Subsidiaries or affiliates may collect, maintain, process and disclose certain personal information about Participant for the exclusive purpose of implementing, administering and, managing the Plan. Such information may include, but is not limited to: Participant's name, home address, email address, telephone number, date of birth, social insurance number, compensation, job title, any shares of Common Stock or directorships held in... the Company, details of all equity awards or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in Participant's favor. Participant further understands that such personal information will be transferred to one or more third parties selected by the Company to assist the Company with the implementation, administration and management of the Plan. Participant understands that such data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan, including to maintain records regarding participation. 4 14. Undertaking. Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company reasonably may request in order to carry out the intent or accomplish the purposes of this Agreement and the Plan. View More

Data Privacy. By entering into this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering this Agreement or providing recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration of this Agreement; and (ii) authorizes the Company and each Affiliate to store and transmit... such information in electronic form for the purposes set forth in this Agreement. 8 EX-10.45 2 a2223524zex-10_45.htm EX-10.45 EX-10.5 3 a14-19809_1ex10d5.htm EX-10.5 Exhibit 10.45 10.5 NON-QUALIFIED STOCK OPTION AGREEMENT 450,000 250,000 SHARES OF COMMON STOCK, $.0001 PAR VALUE PER SHARE SYNTA PHARMACEUTICALS CORP. December 8, September 2, 2014 As of December 8, September 2, 2014 (the "Grant Date"), Synta Pharmaceuticals Corp. (the "Company"), a Delaware corporation, grants to Chen Schor Anne C. Whitaker (the "Participant") the right and option (the "Option") to purchase up to 450,000 250,000 shares of the common stock, $.0001 par value per share, of the Company (the "Shares") at a purchase price of $2.85 $4.00 per share (the "Purchase Price") on the terms and conditions and subject to all the limitations set forth in this Agreement. For the purpose of this Agreement, the initial vesting date shall be December 8, September 2, 2015 ("Initial Vesting Date"). SYNTA PHARMACEUTICALS CORP. By: /s/ Anne Whitaker Anne Whitaker President and Chief Executive Officer Keith R. Gollust Keith R. Gollust Chairman of the Board of Directors 1. GRANT OF OPTION. The Company hereby grants to the Participant, as of the Grant Date, the right and option to purchase all or any part of the aggregate number of Shares set forth on the signed cover page of this Agreement, on the terms and conditions and subject to all the limitations set forth herein, under United States securities and tax laws. Except as expressly provided in this Agreement, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of the Shares. Except as expressly provided in this Agreement, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company. View More

Data Privacy. The Recipient agrees understands that the Company, with its headquarters located at 13320-A Ballantyne Corporate Place, 6325 Ardrey Kell Road Suite 400, Charlotte, North Carolina, USA 28277, is shall act as the data controller in the context of the Plan. The Recipient hereby explicitly and unambiguously consents with regard to the collection, storage, use, processing and transfer, in electronic or other form, of the Recipient's personal data as described below by and among, as applicable, the... Recipient's employer and any of its affiliates for the exclusive purpose of implementing, administering and managing the Recipient's participation in the Plan, and the transfer of such data by them to government and other regulatory authorities for the purpose of complying with their legal obligations in connection with implementing the Plan. Plan and may be directly contacted at this address and/or by email at [email protected] and telephone at 980-474-3700. The Recipient understands that the Recipient's employer and any of its affiliates may hold certain personal information about him or her, including the Recipient's name, date of birth, date of hire, home and business addresses and telephone numbers, e-mail address, business group/segment, employment status, account identification, and details of all rights and other entitlement to shares or units awarded, cancelled, purchased, vested, unvested or outstanding in 7 the Recipient's favor pursuant to this Agreement, for the purpose of managing and administering the Plan ("Data"). The Recipient's employer may communicate the Data to the Company for the purpose of the Plan. The Recipient understands that the collection, storage, use and processing, in electronic or other form, of his or her Data is necessary for the exclusive purpose of implementing, administering and managing the Recipient's participation in the Plan. The Data may be made available to the authorized personnel of the Company and its affiliate, and to a broker or other third party with whom shares acquired pursuant to the Plan may be deposited, as well as to government and other regulatory authorities for the purpose of complying with their legal obligations in connection with the Plan. As such, the Recipient further agrees understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Recipient's country or elsewhere, including outside the European Economic Area, and that the Recipient's country may have less adequate data privacy laws and protections than the Recipient's country. The Company has entered into contractual arrangements to ensure the same safeguards for data the Data as required under European Union Law. A third party to whom the information Data may be passed is Fidelity Investments and its affiliates. The Recipient understands that the Recipient may request a at any time and without cost: ·a list with the names and addresses of any potential recipients of the Data by contacting the Recipient's local human resources representative. The Recipient authorizes recipients of Data; ·access to and access the Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient's participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom shares acquired pursuant relating to the Plan may be deposited. The Recipient understands that Data will be held only as long as necessary to implement, administer and manage the Recipient's participation in the Plan. The Recipient understands that the Recipient may, at any time, view the Recipient's Data, request Recipient; ·any additional information about the storage and processing of Data, require any necessary amendments to the Data. The Recipient may exercise the above-mentioned rights by contacting the Recipient's Data local human resources representative or refuse or withdraw the consents herein, in any case without cost, by contacting the Company's local data privacy administrator. administrator at [email protected]. In addition, the Recipient may also object, on grounds relating to his or her particular situation, at any time to the processing of the Data, in which case, the Company shall no longer process the Data relating to the Recipient until the Company demonstrates compelling legitimate grounds for the processing. The Recipient understands, however, that refusing or withdrawing objecting to the Recipient's consent, or that refusing to disclose processing of the Data, although it will shall not have any negative effect on the Recipient's employment, may affect the Recipient's ability to participate in the Plan. For more information on the consequences of the Recipient's refusal to consent or withdrawal of consent, or refusal to disclose the Data, the Recipient understands that such objection, the Recipient may contact the Company's local data privacy administrator. The Addendum Recipient understands that Data shall be held only as long as necessary to this Agreement contains additional provisions regarding implement, administer and manage the data privacy laws Recipient's participation in specific countries. the Plan. In any case, the Recipient has the right to lodge a complaint with the relevant local supervisory authority. View More

Data Privacy. Information about the Participant and the Participant's participation in the Plan may be collected, recorded, recorded and held, used and disclosed by and among Ashland, its Affiliates and any third party Plan administrators as necessary for any the purpose related to the administration of managing and administering the Plan. The Participant understands that such processing of this information may need to be carried out by the Company Ashland and its Affiliates and by third-party third party... administrators whether such persons are located within the Participant's country or elsewhere, including the United States of America. The By accepting this Award, the Personal and Confidential 2 Participant consents to the processing of information relating to the Participant and the Participant's participation in the Plan in any one or more of the ways referred to above. View More

Data Privacy. By accepting entering into this Agreement, the Award, the Participant Grantee acknowledges that the processing of certain personal data by the Company and each Affiliate (and any agent of the Company or any Affiliate administering the Plan or providing Plan record keeping services) is necessary for the performance of contractual duties to the Participant Grantee under the Award this Agreement in order to facilitate the grant of the Award and the issuance of Shares and the administration of the... Plan. Any storage, transfer or processing of personal data shall be in accordance with applicable law and, where required, in accordance with any Company Privacy Notice made available to the Participant. Grantee. View More

Data Privacy. The Participant hereby acknowledges that: (a)if he or she is based outside the UK and EEA, and his or her data is not otherwise subject to the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the GDPR in such form as incorporated into the law of England and Wales, Scotland and Northern Ireland by virtue of the European Union (Withdrawal) Act 2018 (the "UK GDPR") and any regulations thereunder and the UK Data Protection Act 2018, the Company holds information about the Participant Optionee relating to his or her employment, the nature and amount of his or her compensation, bank details, and other personal details and the fact and conditions of the Participant's Optionee's participation in the Plan. The Participant Optionee understands that the Company is the controller of the Participant's Optionee's personal data and is the only person authorized to process that data and is responsible for maintaining adequate security with regard to it. As the Company is part of a group of companies operating internationally, it may be necessary for the Company to make the details referred to above available to: (i) other companies within the Company's group that may be located outside the geographical location in which the Participant Optionee is employed and where there may be no legislation concerning an individual's rights concerning personal data; (ii) third party advisers and administrators of the Plan; and/or (iii) the regulatory authorities. Any personal data made available by the Company to the parties referred to above in (i), (ii), or (iii) in relation to the Plan will only be for the purpose of administration and management of the Plan by the Company, on behalf of the Company. The Participant's Optionee's information will not, under any circumstances, be made available to any party other the parties listed above under (i), (ii), or (iii). The Participant Optionee hereby authorizes and directs the Company to disclose to the parties as described above under (i), (ii), or (iii) any of the above data that is deemed necessary to facilitate the administration of the Plan. The Participant Optionee understands and authorizes the Company to store and transmit such data in electronic form. The Participant Optionee confirms that the Company has notified the Participant Optionee of his or her entitlement to reasonable access to the personal data held about the Participant Optionee and of his or her rights to rectify any inaccuracies in that data; or (b)if (b)or if he or she is based in the UK and/or EEA, or his or her data is otherwise subject to GDPR, the UK GDPR or the UK Data Protection Act 2018, his or her personal data will be processed in accordance with the Company's European Unionprivacy Union privacy notice (which will be provided to such Participants Optionees and is available upon request). View More

Data Privacy. You consent to the collection, use, processing and transfer of your personal data as described in this paragraph. You understand that the Company and/or its Affiliates hold certain personal information about you (including your name, address and telephone number, date of birth, social security number, social insurance number, etc.) for the purpose of administering the Plan ("Data"). You also understand that the Company and/or its Affiliates will transfer this Data amongst themselves as... necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and/or its Affiliates may also transfer this Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for these purposes. You also understand that you may, at any time, review the Data, require any necessary changes to the Data or withdraw your consent in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan. Plan.11.Withholding. Your Award is subject to applicable income and/or social insurance tax withholding obligations (including, without limitation, any applicable FICA, employment tax or other social security contribution obligations), and the Company and its Affiliates may, in their sole discretion, withhold a sufficient amount from the amount that is otherwise payable to you pursuant to your Award to satisfy any such withholding obligations. If necessary, the Company reserves the right to withhold from your regular earnings an amount sufficient to meet the withholding obligations. View More

Data Privacy. By signing this Agreement, including by way of electronic acceptance by means acceptable to the Company of the Agreement, the Holder explicitly consents to the collection, processing, and transfer (electronically or otherwise) of personal data by the Company, the Holder's employer, and any third parties as necessary. Moreover, the Holder explicitly acknowledges and agrees that personal data (including but not limited to Holder's name, home address, telephone number, employment status, tax... identification number, and data for tax withholding purposes) may be transferred to third parties assisting the Company with the implementation of the Plan. The Holder expressly authorizes such transfer to and processing by third parties. Furthermore, the Holder explicitly consents to the transfer of the Holder's personal data to countries other than his or her country of employment. The Company will take reasonable measures to keep the Holder's personal data private, confidential, and accurate. The Holder may obtain details with respect to the collection and transfer of his or her personal data in relation to the Plan participation and may also request access to and updates of such personal data, if needed, by contacting his or her local Human Resources contact.9.Award Subject to Clawback. The Holder hereby acknowledges that these Units are subject to forfeiture, recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt and maintain from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.10.Company to Reserve Stock. The Company shall at all times prior to the expiration or termination of the Units reserve and keep available, either in its treasury or out of its authorized but unissued Stock, the full number of shares of Stock subject to the Units from time to time. (k) Compliance with Section 409A of the Code. i.To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).2. (ii) To Holder).ii.To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in Sections 2, 3, or 4 hereof, this Agreement, issuance of Stock in payment of the Units will be made, to the extent necessary to comply with Section 409A of the Code, to the Holder on the earliest of: (1) the Determination Date; date of the end of the Restriction Period with respect to such Stock; (2) the Holder's "separation from service" with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a "specified employee" (within the meaning of Section 409A of the Code), the Holder's date of payment of the Award Units pursuant to this clause (2) (ii) shall be the date that is six months after the date of the Holder's separation of service with the Company; (3) the Holder's death; (4) the Holder's permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).3. (iii) Reference Code).iii.Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.12.Deferred Stock Units. Performance share units granted under the Plan, including Units granted pursuant Service.5.15 Provisions Relating to this Award, may be settled in the form of deferred stock units pursuant to a valid deferral election by the Holder. The Holder shall have all rights incident to ownership of such deferred stock units, including but not limited to the right to receive dividend equivalents in the form of additional deferred stock units.l..Non-U.S. Non-U.S. Jurisdictions. View More