Exclusion of Claim Contract Clauses (135)

Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Option, whether or not as a result of your Termination of Service (whether such termination is in breach of contract or otherwise), or from the loss or diminution in value of the Option. Upon the grant of the Option, you shall be deemed irrevocably to have waived any such entitlement. *** *** *** ***... *** By clicking the acceptance box for this grant agreement, I acknowledge receipt of the Stock Option Award Agreement to which this Addendum is attached as Exhibit B, and I agree to the terms and conditions expressed in this Addendum. EX-10.2 3 ex10_2.htm EXHIBIT 10.2 Exhibit 10.2 WALGREENS BOOTS ALLIANCE, INC. 2013 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by your company, not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by your company, which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company's securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content. WALGREENS BOOTS ALLIANCE, INC. 2013 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Participant Name: Stefano Pessina Participant ID: [___] Grant Date: February 12, 2016 (the "Grant Date") Grant Price: $77.08 Shares Granted: 263,273 (the "Shares Granted") Vesting: Three years from the Grant Date (the "Vesting Date") Expiration Date: February 12, 2026 (the "Expiration Date") Acceptance Date: Electronic Signature: This document (referred to below as this "Agreement") spells out the terms and conditions of the stock option (the "Option") granted to you by Walgreens Boots Alliance, Inc., a Delaware corporation (the "Company"), pursuant to the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan (the "Plan") on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan. For purposes of this Agreement, "Employer" means the entity (the Company or the Affiliate) that employs you on the applicable date. The Plan, as in effect on the date of this Agreement and as it may be amended from time to time, is incorporated into this Agreement by this reference. You and the Company agree as follows: 1. Grant of Option. Pursuant to the approval and direction of the Compensation Committee of the Company's Board of Directors (the "Committee"), the Company hereby grants you an Option to purchase all or any part of the number of Shares Granted set forth above of common stock of the Company, par value US$.01 ("Stock"), at the per-share exercise price, which is 100% of the fair market value of a share of Stock on the Grant Date (the "Exercise Price"), subject to the terms and conditions of the Plan and this Agreement. This stock option is intended to be a "non-qualified stock option" and shall not be treated as an incentive stock option within the meaning of Section 422 of the Code. View More

Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Award, whether or not as a result of your termination of employment (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Award. Upon the grant of your Award, you shall be deemed irrevocably to have waived any such entitlement. -Rev 1.2019 EX-...10.2 3 exhibit102-formofdsuagreem.htm EXHIBIT 10.2 Exhibit EXHIBIT 10.2Boston Scientific Corporation 2011 Long-Term Incentive PlanGlobal Deferred Stock Unit Award Agreement%%OPTION_DATE,'Month DD, YYYY'%-%%%FIRST_NAME%-% %%LAST_NAME%-%("Participant")EMPLOYEE COPYPLEASE RETAIN FOR YOUR RECORDS-Rev 1.2019EXHIBIT 10.2Boston Scientific Corporation 2011 Long-Term Incentive PlanGlobal Deferred Stock Unit Award AgreementThis Global Deferred Stock Unit Award Agreement (the "Agreement"), dated %%OPTION_DATE,'Month DD, YYYY'%-% (the "Grant Date"), is between you and Boston Scientific Corporation, a Delaware corporation, (the "Company") in connection with the Award of Deferred Stock Units by the Committee under the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the "Plan"). Capitalized terms used but not defined in this Agreement shall have the same meaning as assigned to them in the Plan. The applicable terms and conditions of the Plan are incorporated into and made a part of this Agreement.1. Grant of Units. The Committee hereby grants you that number of Deferred Stock Units as set forth in this Agreement (the "Units"). Each Unit represents the Company's commitment to issue to you one share of Stock subject to the conditions set forth in this Agreement. This Award is granted pursuant to and is subject to the provisions of the Plan and the terms and conditions of this Agreement and any applicable Addendum. View More

Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Award, whether or not as a result of your termination of employment (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Award. Upon the grant of your Award, you shall be deemed irrevocably to have waived any such entitlement. -Rev 1.2019 EX-...10.1 2 exhibit101-formofnqsoagree.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1Boston Scientific Corporation 2011 Long-Term Incentive PlanGlobal Non-Qualified Stock Option Agreement%%OPTION_DATE,'Month DD, YYYY'%-%%%FIRST_NAME%-% %%LAST_NAME%-%("Optionee")EMPLOYEE COPYPLEASE RETAIN FOR YOUR RECORDS-Rev 1.2019EXHIBIT 10.1Boston Scientific Corporation 2011 Long-Term Incentive PlanGlobal Non-Qualified Stock Option AgreementThis Global Non-Qualified Stock Option Agreement (the "Agreement"), dated %%OPTION_DATE,'Month DD, YYYY'%-% (the "Grant Date"), is between you and Boston Scientific Corporation, a Delaware corporation, (the "Company") in connection with the Non-Qualified Stock Option Award granted to you by the Company. This Agreement sets forth the terms and conditions relating to your Stock Option pursuant to the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the "Plan"). Capitalized terms used but not defined in this Agreement shall have the same meaning as assigned to them in the Plan. The applicable terms and conditions of the Plan are incorporated into and made a part of this Agreement.1. Grant of Stock Option. The Committee hereby grants you a Stock Option to purchase that number of shares of Stock set forth on herein (the "Option Shares") at the price set forth herein (the "Grant Price"). The Grant Price is equal to the Fair Market Value of the Company's Stock on the Grant Date.2. Term and Vesting of Stock Option. Except as otherwise provided in Section 4 below, your Stock Option shall have a term of ten (10) years from %%OPTION_DATE,'Month DD, YYYY'%-% until %%EXPIRE_DATE_PERIOD1,'Month DD, YYYY'%-% (the "Expiration Date") and shall vest in accordance with the vesting schedule. If the Expiration Date falls on a date on which the New York Stock Exchange is closed for trading, the Expiration Date shall be the trading day immediately prior to the Expiration Date. View More

Exclusion of Claim. The Employee acknowledges and agrees that the Employee will have no entitlement to compensation or damages in consequence of the termination of the Employee's employment with the Employer for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from the Employee's ceasing to have rights under or to be entitled to exercise the Award as a result of such termination, or from the loss or diminution in value of the Award. Upon the grant of th...e Award, the Employee shall be deemed irrevocably to have waived any such entitlement. ****************************** RSU | Revised February 2021 - A-12 - Appendix: Vesting ScheduleDateQuantity07/01/202316,88807/01/202416,887 RSU | Revised February 2021 - A-13 - EX-10.48 6 ex10482021930.htm EX-10.48 DocumentExhibit 10.48HILLENBRAND, INC. STOCK INCENTIVE PLANRESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement") is effective as of the 17th day of September, 2021 (the "Grant Date"), between Hillenbrand, Inc. (the "Company") and Kristina A. Cerniglia (the "Employee") and evidences the grant by the Company of Restricted Stock Units (hereinafter, "Restricted Stock Units," "Units" or "Award") in accordance with the provisions of the Hillenbrand, Inc. Amended and Restated Stock Incentive Plan, as amended from time-to-time (the "Plan"). The Units are subject to the terms and conditions set forth in the Plan (which is incorporated herein by reference), any rules and regulations adopted by the Board of Directors of the Company (the "Board") or the committee of the Board which administers the Plan (collectively, the "Committee"), and this Agreement. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms, conditions, and provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This grant becomes effective only if Employee affirmatively accepts it and evidences Employee's understanding of the terms and conditions of the Award, in accordance with applicable procedures established by the Company, including by the Stock Plan Provider (as defined below). By agreeing on this Agreement, the Company and the Employee establish a legal relationship separate from the employment relationship between the Employee and the Employer (as defined below). The Employer is neither a party to nor in any respect liable for the obligations and liabilities of the Company under this Agreement. Notwithstanding the foregoing and as far as required by applicable laws, the Employer may nevertheless be involved in the procurement of payments and withdrawals of wages taxes and social security contributions. Any terms used in this Agreement as capitalized defined terms that are not defined herein shall have the meanings set forth in the Plan. For purposes of this Agreement, "Employer" means the entity (i.e., the Company or the Subsidiary) that employs the Employee.TERMS AND CONDITIONSNote: If this Award is granted to an Employee who is employed outside of the United States of America, the terms and conditions of the Appendix A (and the addendum attached to Appendix A) are hereby incorporated into and shall become part of the Terms and Conditions of this Agreement. View More

Exclusion of Claim. Optionee acknowledges and agrees that Optionee will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from Optionee ceasing to have rights under or to be entitled to the Option under the Plan, whether or not as a result of termination of employment (whether such termination is in breach of contract or otherwise), or from the loss of diminution in value of the Shares underlying the Option. Upon the grant of the Option, Optionee shall be deemed to have ...waived irrevocably such entitlement. Option Grant Notice Series (2019 -___); Grant Date (__________) Page 7 EXHIBIT A Performance Goals Option Grant Notice Series (2019 -___); Grant Date (__________) Page 8 EXHIBIT B Restricted Covenants Optionee covenants and agrees that while employed by, or providing service to, Ceridian or any Subsidiary and for one (1) year following termination of Optionee's employment (whether initiated by Optionee or Ceridian) (the "Non-Compete Period"), Optionee shall not: a. directly or indirectly hire or solicit the employment or services of any then current employee of Ceridian or any Subsidiary (this restriction does not prevent (i) general solicitations to the public or (ii) providing employment references for people who are not seeking employment with Optionee's then current third-party employer); b. directly or indirectly solicit any then current customer of Ceridian or any Subsidiary for the purpose of selling or providing that customer any products or services that directly compete with the products or services of Ceridian or any Subsidiary; and/or c. work as an employee or consultant for, or beneficially own more than 5% of the equity or voting securities of, any company or entity that directly competes with Ceridian's human capital management business. During the Non-Compete Period, if Optionee intends to seek any employment, consulting or ownership relationship that might violate these covenants, Optionee shall provide Ceridian at least 30 days advance written notice of that intended change. Ceridian may in its reasonable and sole discretion determine whether or not that intended change would violate these covenants, and shall promptly notify Optionee of that determination. In addition to Ceridian's other remedies available under applicable law, the Option will expire and be forfeited if Optionee breaches the restrictions in these covenants. Option Grant Notice Series (2019 -___); Grant Date (__________) Page 9 EXHIBIT C Customers Option Grant Notice Series (2019 -___); Grant Date (__________) Page 10 EX-10.1 2 cday-ex101_113.htm EX-10.1 cday-ex101_113.htm Exhibit 10.1 Employee Name: Employee ID No. : Grant Date: Number of Option Shares: (purchasable under the Option when vested & exercisable) Exercise Price: _____ per Share (U.S. Dollars) Option to Purchase Common Stock of Ceridian HCM Holding Inc. NON-NEGOTIABLE & NON-TRANSFERABLE Series (2018-___) Voidable if Not Fully Signed and Returned NOTIFICATION OF PERFORMANCE-BASED OPTION GRANT FOR PURCHASE OF COMMON STOCK OF CERIDIAN HCM HOLDING INC. pursuant to the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan ("Plan") 1. Option and Exercise Price. When signed and returned by the above-named individual and countersigned by Ceridian HCM Holding Inc.("Ceridian"), this Notice certifies that on the above-designated grant date ("Grant Date"), Ceridian granted to the above-named individual ("Optionee") the performance-based option (the "Option") to purchase, when vested and exercisable as described in this Notice and the Plan, all or any portion of the above-designated number of shares ("Shares") of common stock, par value $0.01 per share ("Stock") of Ceridian, for the above-designated exercise price per Share, subject to adjustment as set forth in the Plan (the "Exercise Price"). The Exercise Price is equal to the Fair Market Value of a Share on the Grant Date. The Option is governed by this Notice and the Plan (a copy of the Plan has been provided to Optionee). Capitalized terms not defined in this Notice (including on the Country Addendum and Exhibits) are defined in the Plan. The Option is intended to be a Nonqualified Stock Option. For purposes of this Notice, "Employer" means, to the extent Optionee is not employed by Ceridian, the Subsidiary that employs Optionee. View More

Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages in consequence of the termination of your employment with the Corporation and your Employer for any reason whatsoever and whether or not in breach of contract, insofar as any purported claim to such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vest in the PSUs as a result of such termination of employment (whether the termination is in breach of contract or otherw...ise), or from the loss or diminution in value of the PSUs. Upon the grant of the PSUs, you shall be deemed irrevocably to have waived any such entitlement. View More

Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Award, whether or not as a result of your termination of employment (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Award. Upon the grant of your Award, you shall be deemed irrevocably to have waived any such entitlement. 6641658-v5\GESD...MS –Rev 1 201631 EX-10.2 3 exhibit102-formofnqsoagree.htm EXHIBIT 10.2 - FORM OF NQSO AGREEMENT - APPROVED 2016 Exhibit EXHIBIT 10.2Boston Scientific Corporation 2011 Long-Term Incentive Plan Global Non-Qualified Stock Option Agreement[Date]_________________________________("Optionee")EMPLOYEE COPYPLEASE RETAIN FOR YOUR RECORDSEXHIBIT 10.2Boston Scientific Corporation 2011 Long-Term Incentive PlanGlobal Non-Qualified Stock Option AgreementThis Global Non-Qualified Stock Option Agreement (the "Agreement"), dated [ ] (the "Grant Date"), is between you and Boston Scientific Corporation, a Delaware corporation, (the "Company") in connection with the Non-Qualified Stock Option Award granted to you by the Company. This Agreement sets forth the terms and conditions relating to your Stock Option pursuant to the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the "Plan"). Capitalized terms used but not defined in this Agreement shall have the same meaning as assigned to them in the Plan. The applicable terms and conditions of the Plan are incorporated into and made a part of this Agreement.1. Grant of Stock Option. The Committee hereby grants you a Stock Option to purchase that number of shares of Stock set forth on herein (the "Option Shares") at the price set forth herein (the "Grant Price"). The Grant Price is equal to the Fair Market Value of the Company's Stock on the Grant Date.2. Term and Vesting of Stock Option. Except as otherwise provided in Section 4 below, your Stock Option shall have a term of ten (10) years from [ ] until [ ] (the "Expiration Date") and shall vest in accordance with the vesting schedule. If the Expiration Date falls on a date on which the New York Stock Exchange is closed for trading, the Expiration Date shall be the trading day immediately prior to the Expiration Date. View More