Data Privacy Contract Clauses (1,486)

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 accepting this grant, the Optionee hereby give...s 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 4 a18-15671_1ex10d3.htm EX-10.3 Exhibit 10.3 IMMUNOGEN, INC. NON-QUALIFIED STOCK OPTION TERMS AND CONDITIONS The following supplements the Grant Detail (the "Grant Detail") to which these 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. 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 suc...h information in electronic form for the purposes set forth in this Agreement. 8 EX-10.45 2 a2223524zex-10_45.htm EX-10.45 Exhibit 10.45 NON-QUALIFIED STOCK OPTION AGREEMENT 450,000 SHARES OF COMMON STOCK, $.0001 PAR VALUE PER SHARE SYNTA PHARMACEUTICALS CORP. December 8, 2014 As of December 8, 2014 (the "Grant Date"), Synta Pharmaceuticals Corp. (the "Company"), a Delaware corporation, grants to Chen Schor (the "Participant") the right and option (the "Option") to purchase up to 450,000 shares of the common stock, $.0001 par value per share, of the Company (the "Shares") at a purchase price of $2.85 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, 2015 ("Initial Vesting Date"). SYNTA PHARMACEUTICALS CORP. By: /s/ Anne Whitaker Anne Whitaker President and Chief Executive Officer 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. Information about the Participant and the Participant's participation in the Plan may be collected, recorded, and held, used and disclosed for any purpose related to the administration of the Plan. The Participant understands that such processing of this information may need to be carried out by the Company and by third-party administrators whether such persons are located within the Participant's country or elsewhere, including the United States of America. The Participant consents to the proce...ssing 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 the Award, the Participant 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 under the Award 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 sha...ll be in accordance with applicable law and, where required, in accordance with any Company Privacy Notice made available to the Participant. 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 relat...ing 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 participation in the Plan. The Participant understands that the Company is the controller of the Participant'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 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 information will not, under any circumstances, be made available to any party other the parties listed above under (i), (ii), or (iii). The Participant 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 understands and authorizes the Company to store and transmit such data in electronic form. The Participant confirms that the Company has notified the Participant of his or her entitlement to reasonable access to the personal data held about the Participant and of his or her rights to rectify any inaccuracies in that data; or (b)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 notice (which will be provided to such Participants 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. View More

Data Privacy. 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 the extent the Holder has a right to receive payment pu...rsuant 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, 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; (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 pursuant to this clause (2) 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 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 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. Jurisdictions. View More

Data Privacy. To the extent that consent is required, Director hereby consents to the collection, use and transfer, in electronic or other form, of Director's personal data as described in this Agreement and any other materials by and among the Company and for the purpose of implementing, administering and managing Director's participation in the Plan. Director understands that the Company and any Affiliated Companies may hold certain personal information about Director, including but not limited to his or he...r name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, any shares of Stock or directorships held in the Company and details of all Awards or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in Director's favor ("Data"), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute "sensitive personal data" within the meaning of applicable local law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about Director. Director hereby provides explicit consent to the Company, the Employer and any Affiliated Companies to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing Director's participation in the Plan. Director understands that Data will be transferred, for the purposes of implementing, administering and managing Director's participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Director understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients' country (e.g., the United States) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in Director's country. Director understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the stock plan administrator of the Company. Director authorizes the Company, the Company's equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Director understands that Data will be held only as long as is necessary to implement, administer and manage Director's participation in the Plan. Further, Director understands that he or she is providing the consents herein on a purely voluntary basis. If Director does not consent, or if Director later seeks to revoke his or her consent, his or her status with the Company will not be affected; the only consequence of refusing or withdrawing Director's consent is that the Company would not be able to grant Director Awards or other equity awards or administer or maintain such awards. Therefore, Director understands that refusing or withdrawing his or her consent may affect Director's ability to participate in the Plan. Finally, Director understands that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request Director to provide an executed acknowledgment or data privacy consent form (or any other acknowledgments, agreements or consents) to the Company that the Company may deem necessary to obtain under the data privacy laws in Director's country, either now or in the future. Director understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgment, agreement or consent requested by the Company. View More