Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (
...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands Performance Units, you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Performance Units is voluntary and occasional and does not create any contractual or other right to receive future grant
...s of options, Performance Units, or benefits in lieu of options, Performance Units, even if options Performance Units have been granted in the past; (c) all decisions with respect to future Option Performance Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant of Performance Units and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, your Employer, or any Subsidiary of the Company and shall not interfere with the ability of the Company, your Employer or any Parent Subsidiary of the Company, as applicable to terminate your employment or Subsidiary; service relationship (if any); (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan Performance Units are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan Performance Units and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option Performance Units is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from the forfeiture of the Option Performance Units resulting from Participant you ceasing to provide employment or other services to the Company or your Employer (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and in consideration of the grant of the Performance Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, or your Employer or any Subsidiary, waive your ability, if any, to bring such claim, and release the Company and your Employer and all Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) in the event of involuntary termination of your active employment or other services (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise provided in consideration this Agreement or determined by the Company, your right to vest in the Performance Units under the Plan, if any, will terminate effective as of the grant date that you are no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), except as expressly provided herein, and that the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option Performance Units (including whether you may still be considered to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court be providing services while on an approved leave of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) absence; (k) unless otherwise provided in the Plan or by the Company in its discretion, the Option Performance Units and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Performance Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; shares of the Company; (l) if you are requested to make repayment under Paragraph 4, you will make repayment immediately; and (m) the following provisions apply only if Participant is you are providing services outside the United States: (i) the Option and the Shares subject to the Option Performance Units are not part of normal or expected compensation or salary for any purpose; and (ii) Participant acknowledges you acknowledge and agrees agree that neither the Company, the Employer nor any Parent or Subsidiary will of the Company shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option Performance Units or the subsequent sale payout of any Shares acquired upon exercise. the Performance Units.
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Nature of Grant.
By In accepting
this grant of Units, the
Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a)
the Plan The Program is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any
time, to the extent permitted by the Plan; time; (b)
the grant of the Option This Award is
voluntary and occasional a one-time benefit and does not create any contractual or other right to
...receive future grants of options, or Units, benefits in lieu of options, Units, or other Program Benefits in the future, even if options Units have been granted repeatedly in the past; (c) all All decisions with respect to future Option or other Unit grants, if any, and their terms and conditions, will be at made by the Committee, in its sole discretion of discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company; (d) Company and the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Employee; (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Units and Shares subject to the Option Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are (iii) not part of the Employee's normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; 6 (g) The future value of the Shares underlying the Option Units is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (h) In consideration of the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) Award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant Employee irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Company and the Employer its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement to pursue such claim claim; (i) The Units and agrees the Benefits under the Program, if any, will not automatically transfer to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided another company in the Plan case of a merger, take-over or by transfer of liability; and (j) Neither the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Units, the exercise amount realized upon settlement of the Option Units or the amount realized upon a subsequent sale of any Shares acquired upon exercise. settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.
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Nature of Grant.
By In accepting the
Option, grant, Participant acknowledges,
understands understands, and agrees that: (a) the
Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Restricted Stock Units, or benefit
...s in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted in the past; (c) (b) all decisions with respect to future Option Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Administrator; (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (f) the future value of the Shares underlying the Option Restricted Stock Units is unknown, indeterminable, indeterminable and cannot be predicted predicted; (g) for purposes of the Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant's period 5 of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with certainty; (i) if local law); (h) unless otherwise provided in the underlying Shares Plan or by the Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not increase create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in value, connection with any corporate transaction affecting the Option will have no value; (j) Shares; and (i) the following provisions apply only if Participant exercises is providing services outside the Option United States: (i) the Restricted Stock Units and acquires Shares, the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that no Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of such the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares may increase or decrease in value, even below the Exercise Price; (k) acquired upon settlement; and (iii) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of Participant's status as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and in consideration of the grant of the Option Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer each Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. claim.
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Nature of Grant.
By In accepting
this grant of Units, the
Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a)
the Plan The Program is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any
time, to the extent permitted by the Plan; time; (b)
the grant of the Option This Award is
voluntary and occasional a one-time benefit and does not create any contractual or other right to
...receive future grants of options, or Units, benefits in lieu of options, Units, or other Program Benefits in the future, even if options Units have been granted repeatedly in the past; (c) all All decisions with respect to future Option or other Unit grants, if any, and their terms and conditions, will be at made by the Committee, in its sole discretion of discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company; (d) Company and the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Employee; (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Units and Shares subject to the Option Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are (iii) not part of the Employee's normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the Shares underlying the Option Units is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (h) In consideration of the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) Award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant Employee irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Company and the Employer its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement to pursue such claim claim; (i) The Units and agrees the Benefits under the Program, if any, will not automatically transfer to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided another company in the Plan case of a merger, take-over or by transfer of liability; and (j) Neither the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Units, the exercise amount realized upon settlement of the Option Units or the amount realized upon a subsequent sale of any Shares acquired upon exercise. settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.
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Nature of Grant.
By In accepting the
Option, Award, Participant acknowledges, understands and agrees that: (a) the
Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Restricted Stock Units is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Restricted Stock Units, or benefit
...s in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted in the past; (c) (b) all decisions with respect to future Option Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) (e) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service holiday pay, long-term service awards, pension or retirement or welfare benefits or similar payments; (h) (f) the future value of the underlying Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture (g) for purposes of the Option resulting from Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant ceasing to provide employment or other is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and unless otherwise expressly provided in consideration this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or Participant's employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether Participant may still be considered to be providing services while on a leave of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, absence and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) consistent with local law); (h) unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; (i) unless otherwise agreed with the Company in writing, the Restricted Stock Units and (m) the shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary; and (j) the following provisions apply only if Participant is providing services outside the United States: (i) the Option Restricted Stock Units and the Shares subject to the Option Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither none of the Company, the Employer nor Service Recipient or any Parent or Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant pursuant to the exercise settlement of the Option Restricted Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant's engagement as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units, Participant agrees not to institute any claim against the Company, any Parent, any Subsidiary or the Service Recipient.
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Nature of Grant.
By This provision supplements Section12 of the Performance Share Unit Agreement:By accepting the
Option, grant of the Performance Shares, the Participant acknowledges, understands and agrees
that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right ...to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option that:(a)the Performance Share grant and the Participant's participation in the Plan will shall not create a right to employment or and shall not be interpreted as forming or amending an employment or service contract with any member of the Company, Company Group;(b)the Performance Shares and the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in Shares subject to the Plan; 4 (f) Performance Shares, and the Option income from and any Shares acquired under the Plan value of same, are not intended to replace any pension rights or compensation; (g) compensation;(c)unless otherwise agreed with the Option Company, the Performance Shares and any the Shares acquired under subject to the Plan Performance Shares, and the income from and value of same, are not part granted as consideration for, or in connection with, the service the Participant may provide as a director of normal or expected compensation for any member of the Company Group. (d)for purposes of calculating the Performance Shares, the Termination Date shall be the date the Participant is no longer actively providing services to any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value member of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture Company Group (regardless of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, if any), and such date will not be extended by any notice period (e.g., the Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under applicable laws in consideration the jurisdiction where the Participant is employed or the terms of the grant Participant's employment agreement, if any); the Committee shall have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option Performance Shares (including whether the Participant may still be considered to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by be providing services while on a court leave of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless absence);(e)unless otherwise provided in the Plan or by the Company in its discretion, the Option Performance Shares and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Performance Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) Common Stock; and(f)no member of the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will Company Group shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option Performance Shares or of any amounts due to the Participant pursuant to the exercise settlement of the Option Performance Shares or the subsequent sale of any Shares acquired upon exercise. settlement.
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Nature of Grant.
By In accepting
this Award, the
Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a)
the Plan The Program is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any
time, to the extent permitted by the Plan; time; (b)
the grant of the Option This Award is
voluntary and occasional a one-time benefit and does not create any contractual or other right to receive f
...uture grants of options, or Units, benefits in lieu of options, Units, or other Program Benefits in the future, even if options Units have been granted repeatedly in the past; (c) all All decisions with respect to future Option or other Unit grants, if any, and their terms and conditions, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with made by the Company, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Employer or any Parent or Subsidiary; Company and the Employee; (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Units and Shares subject to the Option Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are (iii) not part of the Employee's normal or expected compensation or salary for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The future value of the Shares underlying the Option Units is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (h) In consideration of the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) Award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant Employee irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Company and the Employer its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement to pursue such claim claim; (i) The Units and agrees the Benefits under the Program, if any, will not automatically transfer to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided another company in the Plan case of a merger, take-over or by transfer of liability; and (j) Neither the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Units, the exercise amount realized upon settlement of the Option Units or the amount realized upon a 9 subsequent sale of any Shares acquired upon exercise. settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.
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Nature of Grant.
By In accepting
this Award, the
Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a)
the Plan The Program is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any
time, to the extent permitted by the Plan; time; (b)
the grant of the Option This Award is
voluntary and occasional a one-time benefit and does not create any contractual or other right to receive f
...uture grants of options, or Units, benefits in lieu of options, Units, or other Program Benefits in the future, even if options Units have been granted repeatedly in the past; (c) all All decisions with respect to future Option or other Unit grants, if any, and their terms and conditions, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with made by the Company, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Employer or any Parent or Subsidiary; Company and the Employee; (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Units and Shares subject to the Option Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are (iii) not part of the Employee's normal or expected compensation or salary for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The future value of the Shares underlying the Option Units is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (h) In consideration of the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) Award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant Employee irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Company and the Employer its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement to pursue such claim claim; 9 (i) The Units and agrees the Benefits under the Program, if any, will not automatically transfer to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided another company in the Plan case of a merger, take-over or by transfer of liability; and (j) Neither the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Units, the exercise amount realized upon settlement of the Option Units or the amount realized upon a subsequent sale of any Shares acquired upon exercise. settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.
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Nature of Grant. By
accepting participating in the
Option, Participant acknowledges, understands Plan, you acknowledge, understand and
agrees agree that:
(a) the (a)the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and may be
modified, amended, suspended or terminated by the
Company Administrator at any time, to the extent permitted by the Plan;
(b) the -Rev 1.2018 EXHIBIT 10.1 (b)the grant of the
Stock Option is voluntary and occasional and does not create any contractual
... or other right to receive future grants of options, or benefits in lieu of options, Stock Options, even if options Stock Options have been granted in the past; (c) all (c)all decisions with respect to future Option or other grants, grants of Stock Options, if any, will be at the sole discretion of the Company; (d) the Administrator; (d)the Stock Option grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or Affiliate and shall not interfere with the ability of the Company, the Employer or any Parent Affiliate, as applicable, to terminate your employment or Subsidiary; (e) Participant is service relationship (if any); (e)you are voluntarily participating in the Plan; 4 (f) the (f)the Stock Option and any Shares acquired under the Plan are is not intended to replace any pension rights or compensation; (g) (g)the Stock Option, the Option and any Shares acquired under shares of Stock subject to the Plan Stock Option, and the income and value of same, same are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the (h)the future value of the Shares underlying shares of Stock subject to the Stock Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no (i)no claim or entitlement to compensation or damages will shall arise from forfeiture of the Stock Option resulting from Participant ceasing to provide the termination of your employment or other services to the Company or the Employer service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is any); (j)unless otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by with the Company in writing, the Stock Option, the shares of Stock subject to the Stock Option, and the income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of an Affiliate; (k)for purposes of the Stock Option, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its discretion, Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the period (if any) during which you may exercise the Option will commence as of such date and will not be extended by any notice period mandated under employment laws in the benefits evidenced by this Option Agreement do not create any entitlement to -Rev 1.2018 EXHIBIT 10.1 jurisdiction where you are employed or the terms of your employment agreement, if any; the Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Stock Option or any such benefits transferred to, or assumed by, another company nor grant (including whether you may still be considered to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; providing services while on an approved leave of absence); and (m) the (l)the following provisions apply only if Participant is you are providing services outside the United States: (i) (A) the Option and Stock Option, the Shares shares of Stock subject to the Option Stock Option, and the income and value of same are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that (B) neither the Company, the Employer nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar U.S. dollar that may affect the value of the Stock Option or of any amounts amount due to Participant you pursuant to the exercise of the Stock Option or the subsequent sale of any Shares acquired upon exercise.
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands RSU Award, you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option RSU Award is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, restricte...d stock units, other equity awards or benefits in lieu of options, equity awards, even if options equity awards have been granted in the past; 3 (c) all decisions with respect to future Option RSU Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Option RSU Award grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer Service Recipient or any Parent or Subsidiary; Affiliate; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option RSU Award and any Shares shares of Common Stock acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option RSU Award and any Shares shares of Common Stock acquired under the Plan Plan, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Shares shares of Common Stock underlying the Option RSU Award is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option RSU Award vests and acquires Shares, you are issued shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, value following the date the shares are issued; even below the Exercise Price; (k) no claim or entitlement fair market value on the date the RSU Award is granted to compensation or damages will arise from forfeiture you; (j) for purposes of the Option resulting from Participant ceasing to provide employment or other RSU Award, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this RSU Award Agreement or determined by the Company, your right to vest in the RSU Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and the Board shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the RSU Award (including whether you may still be considered to be providing services while on a leave of absence); (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award resulting from your termination of Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed, or the terms of your employment agreement, if any), and in consideration of the grant of the Option this RSU Award to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, the Service Recipient or any Parent or Subsidiary or the Employer, waives his or her Affiliate, waive your ability, if any, to bring any such claim, and releases release the Company, the Service Recipient and any Parent or Subsidiary and the Employer Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option RSU Award and any shares of Common Stock acquired under the Plan, and the benefits evidenced by this Option Agreement do income from and value of same, are not create granted as consideration for, or in connection with, any entitlement to have service you may provide as a director of the Option Company or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Affiliate; and 4 (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, nor the Employer Service Recipient nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option RSU Award or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. settlement of the RSU Award.
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