Nature of Grant Clause Example with 377 Variations from Business Contracts
This page contains Nature of Grant clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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.View More
Variations of a "Nature of Grant" Clause from Business Contracts
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. 20206 (b)the grant of the Stock Option is exceptional, voluntary and occasional and does not create any contractu...al 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, holiday pay, 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 from 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 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 –Rev 1. 20207 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 (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 shares of Stock acquired upon exercise. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands this 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; (b) the grant of the Option Award and any other awards under the Plan is exceptional, voluntary and occasional and does not create any contractual or ...other right to receive future grants of options, awards, shares or benefits any other benefit or compensation in lieu of options, future awards, even if options awards have been granted in the past; (c) all decisions with respect to future Option or other grants, awards, if any, will be at the sole discretion of the Company; 4 (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 you are voluntarily participating in the Plan; 4 (f) (e) the Option Award and any Shares acquired under the Plan shares of Common Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensation; (g) (f) the Option Award and any Shares acquired under the Plan shares of Common Stock subject to the Award, and the income and value of same, are not part paid in lieu of any normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (g) unless otherwise agreed with the Company, the Award and any shares deliverable thereunder, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate of the Company; (h) for purposes of the Award, your Continuous Service will be considered terminated as of the date determined by the Company in its sole discretion; (i) the future value of the Shares shares underlying the Option Award is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if predicted; (j) should you die owning shares of Common Stock or the underlying Shares do not increase in value, Award, such shares or the Option will have no value; (j) if Participant exercises the Option Award may subject your estate to United States federal estate taxes, and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; you should seek your own tax advice regarding this potential tax; (k) no claim or you disclaim any entitlement to compensation or damages will arise arising from forfeiture the termination of the Option resulting from Participant ceasing to provide employment or other services to Award, including as the Company or result of termination of your Continuous Service with 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 providing services or the terms of your any employment agreement, if any), and or service agreement), or diminution in value of the shares of Common Stock; in consideration of the grant of the Option Award, you hereby agree not to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute bring any claim arising from or relating to the Award against the Company, the Employer and any Parent or Subsidiary or Affiliate; (l) the Plan and this Agreement set forth the entire understanding between you, the Company, the Employer, waives his or her ability, if any, and any Affiliate regarding the acquisition of the shares of Common Stock and supersede all prior oral and written agreements pertaining 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; Award; and (m) the following provisions apply only if Participant is you are providing services outside the United States: (i) the Option Award and the Shares shares of Common Stock subject to the Option Award, and the value and income of same, are extraordinary items that are not part of normal or expected compensation or salary for any purpose; and (ii) Participant acknowledges and agrees that 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 that may affect the value of the Option Award or of any amounts due to Participant you pursuant to the exercise vesting of the Option Award or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. vesting. 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Nature of Grant. By In accepting this Stock Option, the Option, Participant Optionee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and (a)the T&C may be amended, suspended modified or terminated amended by the Company at any time, to the extent permitted by the Plan; (b) the T&C; (b)the grant of the this Stock Option is voluntary and occasional and does not create any contractual or other right to receive future grants of stock o...ptions, or benefits in lieu of stock options, even if stock options have been granted in the past; (c) all (c)all decisions with respect to future Option stock option or other grants, if any, will be at the sole discretion of the Company; (d) the (d)this Stock Option grant and Participant's 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 any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Company; (e)this Stock Option and any Option Shares acquired under the Plan this Agreement are not intended to replace any pension rights or compensation; (g) the (f)this Stock Option and any Option Shares acquired under the Plan this Agreement, and the income 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, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (h) the (g)the future value of the this Option Shares underlying the Stock Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if (h)if the underlying Option Shares do not increase in value, the this Stock Option will have no value; (j) if Participant (i)if the Optionee exercises the this Stock Option and acquires Option Shares, the value of such Option Shares may increase or decrease in value, even below the Option Exercise Price; (k) no (j)no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Stock Option resulting from Participant ceasing to provide the termination of the Optionee's employment or other services to the Company or the Employer 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 the Optionee is employed or the terms of your the Optionee's employment agreement, if any), and in consideration of the grant of the this Stock Option to which Participant the Optionee is otherwise not entitled, Participant the Optionee irrevocably agrees never to institute any claim against the Company, Employer, the Company or any Parent or Subsidiary or the Employer, of its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Employer, the Company and the Employer its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed 6 by a court of competent jurisdiction, then, by participating in acceptance of this Award, the Plan, Participant will Optionee 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 and (k)unless otherwise provided in the Plan T&C or by the Company in its discretion, the this Stock Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the this Stock 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. Stock. View More
Nature of Grant. By accepting signing the Option, Agreement, the Participant acknowledges, understands acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in 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 Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Re...stricted Stock Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted repeatedly 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 is voluntary; (e) the Participant's participation in the Plan shall not create a right to any employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant's employment relationship, if any, at any time. (f) the Restricted Stock Units and the RSU Shares subject to the Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or be interpreted as forming an the Employer, and which is outside the scope of the Participant's employment or service contract with contract, if any; (g) the Company, Restricted Stock Units and the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in RSU Shares subject to the Plan; 4 (f) the Option and any Shares acquired under the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (h) the Option and any Shares acquired under the Plan Restricted Stock Units and the income and value of same, RSU Shares subject to the Restricted Stock Units are not part of 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 end of service payments, bonuses, long-service awards, pension or retirement or welfare 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, the Employer or any Affiliate of the Company; 9 (i) the future value of the RSU Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (j) in consideration of the underlying Shares do not increase in value, grant of 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) Restricted Stock Units, 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 termination of the Participant's employment or other services to the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) 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 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 from any such claim; claim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in jurisdiction to have arisen, the Plan, Participant will shall be deemed irrevocably to have agreed not waived the Participant's right to pursue or seek remedy for any such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided entitlement; (k) in the event of termination of the Participant's employment (whether or not in breach of local labor laws), the Participant's right to receive Restricted Stock Units under the Plan and to vest in such Restricted Stock Units, if any, will terminate effective as of the date that the Participant is no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of "garden leave" or by similar period pursuant to local law); the Company in its discretion, Committee shall have the Option exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Restricted Stock Units; and (l) the Restricted Stock Units and the benefits evidenced by this Option Agreement do under the Plan, if any, will not create any entitlement automatically transfer to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out in the case of a merger, take-over 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 transfer 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. liability. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands RSUs, 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 RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs, or benefits in lieu of opt...ions, RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option RSUs 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 you are voluntarily participating in the Plan; 4 (f) the Option (e) your RSUs 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 (f) your RSUs and any Shares shares of Common Stock acquired under the Plan Plan, and the income from and value of same, are not part of your normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) unless otherwise agreed with the Company, the RSU and the shares of Common Stock subject to the RSUs, and the income from and value of the same, are not granted in consideration for, or in connection with, the service you may provide as a director of any parent or Affiliate; (h) the future value of the Shares shares of Common Stock underlying the Option your RSUs 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 shall arise from forfeiture of the Option your RSUs resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of the employment laws in of the jurisdiction where you are employed or engaged, or the terms of your employment or service agreement, if any), and any) and, in consideration of the grant of the Option your RSUs to which Participant is you are otherwise not entitled, Participant irrevocably agrees never you agree not to institute any claim against the Company, your Employer or 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) other Affiliate; 5 (j) unless otherwise provided in the Plan or by the Company in its discretion, the Option your RSUs and the benefits evidenced by this Option the Agreement do not create any entitlement to have the Option your RSUs 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; Corporate Transaction; 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 (k) neither the Company, the Employer nor Company or any Parent or Subsidiary will Affiliate (including your Employer) 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 Option your RSUs or of any amounts due to Participant you pursuant to the exercise vesting of the Option your RSUs or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. vesting. View More
Nature of Grant. By In accepting the Option, grant, 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 or other grants, grants of Awards, 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 3 (d) the future value of the Shares underlying the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty; (e) 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 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 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 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 local law); (f) unless otherwise agreed with the Option Company, the Restricted Stock Units and 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 (g) for Participants who reside outside the United States, the following additional provisions shall apply: (i) the Restricted Stock Units and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) (ii) the Option Restricted Stock Units and any Shares 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, bonuses, long-service awards, pension or retirement 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) (iii) no claim or entitlement to compensation or damages will shall arise from the 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, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is 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, employment or service agreement, if any, to bring any such claim, any); 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 (iv) neither the Company, the Employer nor 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 4 pursuant to the exercise settlement of the Option Restricted Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands grant, you acknowledge, understand and agrees that: (a) agree that:(a) the Plan is established voluntarily by Stock Units and the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, shares of Common Stock subject 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 Stock Units are not intended to replace any pension rights or compensation; (g) compensation;(b) the Option Stock Units and any Shares acquired under the Plan shares of Common Stock subject to the 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) purpose;(c) the future value of the Shares underlying the Option shares of Common Stock 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) certainty;(d) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer your Termination of Employment (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 Stock Units to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, NCR, any Parent of its Subsidiaries or Subsidiary Affiliates or the Employer, waives his or her waive your ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary release NCR, its Subsidiaries and Affiliates, 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 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) claim;(e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of "garden 13 leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Option Award and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Award 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) shares 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 Company; and(g) neither the Company, NCR, the Employer nor any Parent Subsidiary 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 Stock Units or of any amounts due to Participant you pursuant to the exercise settlement of the Option Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. settlement.2. Language. If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. View More
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 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 the Option Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its 6 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 or similar payments; (h) payments, and in no event should they be considered 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 Award 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; claim that may arise; if, notwithstanding the foregoing, 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 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 (b)the grant of the Stock Option is exceptional, voluntary and occasional and does not create any contractual or other ri...ght 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, holiday pay, 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); –Rev 1. 20217 (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 from 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 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 from 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 shares of Stock acquired upon exercise. 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Nature of Grant. By In accepting the Option, PRSUs, the Participant acknowledges, understands and agrees 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; provided, however, that the Mutual Arbitration Agreement set forth at Appendix E is a binding contract that may only be modified, amended, suspended or terminated by further agreement of the... parties; (b) the grant of the Option PRSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, PRSUs, or benefits in lieu of options, PRSUs, even if options PRSUs have been granted in the past; (c) all decisions with respect to future Option PRSUs or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant PRSUs and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service contract services contract, nor be interpreted as amending the terms of an existing employment or services contract, with the Company, the Employer Company or any Parent or Subsidiary; Subsidiary, including the Employer, if applicable; provided, however, that the Mutual Arbitration Agreement set forth at Appendix E is a binding contract between the parties; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option PRSUs and any the Shares acquired under subject to the Plan PRSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; 7 US-DOCS\119733922.3 (g) the Option PRSUs and any the Shares acquired under subject to the Plan PRSUs, 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, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) unless otherwise agreed with the Company, the PRSUs and the Shares subject to the PRSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary; (i) the future value of the underlying Shares underlying the 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 claim or entitlement to compensation or damages will shall arise from forfeiture of the Option PRSUs resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer Participant's Service (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 the Participant is employed or the terms of your the Participant's employment agreement, if any), and any); (k) the following provision shall not apply to Participants in the state of California: In consideration of the grant of the Option PRSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to release and never to institute any claim claims which have arisen, occurred or existed at any time prior to the date of this Agreement ("Claim") against the Company, Company or any Parent or Subsidiary or the Employer, of its Subsidiaries, and 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; Claim; if, notwithstanding the foregoing, any such claim Claim is allowed by a court an arbitrator or other tribunal of competent jurisdiction, then, by participating in the Plan, the Participant will shall be deemed irrevocably to have agreed not to pursue such claim Claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; Claim; and (l) unless otherwise provided in The following provision applies if 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 Company nor any Parent or Subsidiary will 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 PRSUs or of any amounts due to the Participant pursuant to the exercise settlement of the Option PRSUs or the subsequent sale of any Shares acquired upon exercise. settlement. 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