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 In accepting the Option, Options, Participant acknowledges, understands and agrees that: (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 at any time, to the extent permitted by the Plan; (b) the grant of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future grants awards of options, Options, or benefits in lieu of opti...ons, Options even if options Options have been granted awarded in the past; (c) nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the employment or service of the Company or any Subsidiary; (d) all decisions with respect to future Option grants of Options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and (e) Participant's participation in the Plan will not create a is voluntary; and (f) in the event of the termination of Participant's Continuous Service, and unless otherwise expressly provided in this Agreement or determined by the Company, Participant's right to employment or vest in the Options under the Plan, if any, will terminate as of the date Participant's Continuous Service is terminated, as determined by the Committee in its sole discretion; similarly, any right to exercise Options after termination of Participant's Continuous Service will be interpreted as forming an employment or service contract with measured from the Company, the Employer or any Parent or Subsidiary; (e) date 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 longer providing Continuous Service, as determined by the Company Committee 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. sole discretion. View More
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 voluntary and occasional and does not create any contractual or other right to receiv...e 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 -Rev 1.2018 AQ EXHIBIT 10.5 (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 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; and (m) the providing services while on an approved leave of absence); and(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 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 voluntary and occasional and does not create any contractual or other right to receiv...e 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); -Rev 1.2019 AQ EXHIBIT 10.5 (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 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 Award, you acknowledge, understand and agrees agree that: (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 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 Award grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's (c) your participation in the Plan will not create a right is voluntary; (d) the Award and the Shares subject to employment or be interpreted as forming an employment or service contract with the Company, Award, and the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in income and value of the Plan; 4 (f) the Option and any Shares acquired under the Plan same, are not intended to replace any pension rights or compensation; (g) (e) the Option Award and any the Shares acquired under subject to the Plan Award, and the income and value of the same, are extraordinary items outside the scope of your employment or services contract, if any, and are not part of normal or expected compensation of any kind 6 Exhibit 10.5 for services of any kind rendered to the Company or any Affiliate or 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 underlying Shares underlying the Option is unknown, indeterminable, unknown 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 (g) unless otherwise not entitled, Participant irrevocably agrees never to institute any claim against agreed with 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 Award and the Shares subject to the Option Award, and the income and value of same, are not part granted as consideration for, or in connection with, the service you may provide as a director of normal the Company or expected compensation or salary for any purpose; (ii) Participant acknowledges Affiliate; and agrees (h) you acknowledge and agree that neither the Company, the Employer Company 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 settlement of the Option Award or the subsequent sale of any Shares acquired upon exercise. settlement. View More
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 voluntary and occasional and does not create any contractual or other right to receiv...e 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) -Rev 1.2019 EXHIBIT 10.1 (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 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, this Award of Restricted Stock Units, 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 (a)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, equity aw...ards, or benefits in lieu of options, equity awards, even if options equity awards have been granted in the past; (c) all (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) Participant Administrator; (c)Participant is voluntarily participating in the Plan; 4 (f) (d)the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e)the Restricted Stock Units and the Option and any 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, holiday pay, long-service awards, pension or retirement retirement, or welfare benefits or similar payments; (h) the (f)the future value of the Shares underlying the Option Restricted Stock Units 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 predicted; (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 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 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 will 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); (h)unless otherwise provided in the Plan or by the Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not 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 connection with any corporate transaction affecting the Shares; and (i)the following provisions apply only if Participant is providing services outside the United States: (i)the Restricted Stock Units and 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 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 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 acquired upon settlement; and (iii)no claim or entitlement to compensation or damages will arise from forfeiture of the Restricted Stock Units resulting from the 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 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 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 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 accepting the Option, Participant grant of this Award, the Grantee acknowledges, understands and agrees that: (a) the a.the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be amended, terminated, suspended or terminated amended by the Company at any time, to the extent permitted by the Plan; (b) the Plan;b.the grant of the Option this Award is voluntary and occasional and does not create any contractual or other right to receive future grants o...f options, Performance Stock Units or benefits in lieu of options, Performance Stock Units, even if options Performance Stock Units have been granted in the past; (c) all past;c.all decisions with respect to future Option Performance Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) Company;d.the grant of this Award and the Option grant and Participant's Grantee'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 other subsidiary, and shall not interfere with the ability of the Company, the Employer or Subsidiary; (e) Participant any other subsidiary to terminate the employment relationship (if any);e.the Grantee is voluntarily participating in the Plan; 4 (f) the Option Plan;f.this Award and any Shares shares of 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 compensation;g.this Award and any Shares shares of Stock acquired under the Plan Plan, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Grantee's employment and the Grantee's employment contract, if any;h.this Award and any shares of Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary 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, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments; (h) the i.the future value of the Shares underlying the Option shares of 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 certainty and acquires Shares, the value of such Shares shares of Stock issued under the Plan may increase or decrease in value, even below the Exercise Price; (k) no future; j.no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option this Award resulting from termination of the Grantee's status as an Eligible Participant ceasing to provide employment or other services to (regardless of the Company or reason for the Employer (for any reason whatsoever, termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any); k.on the date of termination of the Grantee's status as an Eligible Participant (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee's employment agreement, if any), and the Grantee's right to continue vesting in consideration this Award, if any, will terminate (for purposes of the grant of foregoing, the Option Committee shall have exclusive discretion to which Participant determine the effective date the Grantee 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 no longer an Eligible Participant); andl.neither the Company, the Employer Employer, nor any Parent or Subsidiary will other subsidiary shall be liable for any foreign exchange rate fluctuation between Participant's the Grantee's local currency and the United States Dollar that may affect the value of the Option shares of Stock or of any amounts due to Participant pursuant to the exercise issuance of the Option shares of Stock, or the subsequent sale of any Shares shares of Stock acquired upon exercise. under the Plan.10.No Advice Regarding Grant. The Grantee acknowledges that neither the Company nor the Employer are providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the Grantee's acceptance of this Award, participation in the Plan or sale of shares of Stock. The Grantee should consult the Grantee's own personal tax, legal and financial advisors regarding the Grantee's participation in the Plan before taking any action related to the Plan.11.Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. View More
Nature of Grant. By accepting the Option, Participant grant of this Award, the Grantee acknowledges, understands and agrees that: (a) a. the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be amended, terminated, suspended or terminated amended by the Company at any time, to the extent permitted by the Plan; (b) b. the grant of the Option this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of options,...Performance Stock Units or benefits in lieu of options, Performance Stock Units, even if options Performance Stock Units have been granted in the past; (c) c. all decisions with respect to future Option Performance Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) d. the Option grant of this Award and Participant's the Grantee'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 other Subsidiary, and shall not interfere with the ability of the Company, the Employer or Subsidiary; (e) Participant any other Subsidiary to terminate the employment relationship (if any); e. the Grantee is voluntarily participating in the Plan; 4 (f) the Option f. this Award and any Shares shares of 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 g. this Award and any Shares shares of Stock acquired under the Plan Plan, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Grantee's employment and the Grantee's employment contract, if any; h. this Award and any shares of Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary 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, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments; (h) i. the future value of the Shares underlying the Option shares of 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 certainty and acquires Shares, the value of such Shares shares of Stock issued under the Plan may increase or decrease in value, even below the Exercise Price; (k) future; j. no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option this Award resulting from termination of the Grantee's status as an Eligible Participant ceasing to provide employment or other services to (regardless of the Company or reason for the Employer (for any reason whatsoever, termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any); k. on the date of termination of the Grantee's status as an Eligible Participant (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee's employment agreement, if any), and the Grantee's right to continue vesting in consideration this Award, if any, will terminate (for purposes of the grant of foregoing, the Option Committee shall have exclusive discretion to which Participant determine the effective date the Grantee 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, no longer an Eligible Participant); 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 l. neither the Company, the Employer Employer, nor any Parent or other Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's the Grantee's local currency and the United States Dollar that may affect the value of the Option shares of Stock or of any amounts due to Participant pursuant to the exercise issuance of the Option shares of Stock, or the subsequent sale of any Shares shares of Stock acquired upon exercise. under the Plan. 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Nature of Grant. This provision supplements Sections 3 and 11 of the Restricted Stock Unit Agreement: By accepting the Option, grant of the Restricted Stock Units, 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; (b) the grant of the Option Restricted Stock Units is voluntary and occasional... occasional, and does not create any contractual or other right to receive future grants of options, Restricted Stock Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted in the past; (c) all decisions with respect to future Option Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; A-2 (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) (e) the Option Restricted Stock Units and any Shares acquired under the Plan shares of Common Stock subject to the Restricted Stock Units, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) (f) the Option Restricted Stock Units and any Shares acquired under the Plan shares of Common Stock subject to the 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, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (g) unless otherwise agreed with the Company in writing, the Restricted Stock Units and the shares of Common Stock 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; (h) 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) 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 the termination of the Participant's employment or other services to the Company or the Employer (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 Participant is employed or the terms of your Participant's employment agreement, if any); (j) for purposes of the Restricted Stock Units, Participant's employment relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company, the Employer or any of the other subsidiaries or affiliates of the Company (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 the Participant is employed or the terms of the Participant's employment agreement, if any), and such date will not be extended by any notice period (e.g., the period of employment would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in consideration the jurisdiction where the Participant is employed or the terms of Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether the 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, 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) absence); (k) 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 Restricted Stock Unit 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; shares of Common Stock; 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 (l) neither the Company, the Employer nor any Parent other subsidiary or Subsidiary will affiliate of the Company 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 Restricted Stock Unit or of any amounts due to the Participant pursuant to the exercise settlement of the Option Restricted Stock Unit or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. settlement. A-3 (m) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan or the Participant's acquisition or sale of the shares of Common Stock. The Participant should consult with his or her personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. View More
Nature of Grant. By In accepting the Option, Award of Restricted Stock, 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; time; (b) the grant Award of the Option Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of options, restricted stock, or ...benefits in lieu of options, restricted stock, even if options have restricted stock has been granted in the past; (c) all decisions with respect to future Option or other restricted stock 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 (e) this Award of Restricted Stock and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option (f) this Award of Restricted Stock 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, holiday pay, pension or retirement or welfare benefits or similar mandatory payments; (g) unless otherwise agreed with the Company, this Award of Restricted Stock and any Shares acquired under the Plan, and the income and value of the same, are not granted as consideration for, or in connection with, services Participant may provide as a director of a Parent or Subsidiary of the Company; (h) this Award of Restricted Stock and participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Parent or Subsidiary of the Company and shall not interfere with the ability of the Company or any Parent or Subsidiary of the Company employing or retaining Participant, as applicable, to terminate Participant's employment or service relationship (if any); (i) the future value of the Shares underlying the Option of Restricted Stock 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 any Shares of Restricted Stock acquired under the Plan may increase or decrease in value, even below the Exercise Price; decrease; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option this Award of Restricted Stock resulting from Participant ceasing to provide termination of Participant's employment or other services to service relationship by the Company or, if different, the Company's Parent or the Employer Subsidiary employing or retaining Participant (for any reason -6- whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is a Service Provider or the terms of Participant's employment or service agreement, if any); (l) for purposes of the Award of Restricted Stock, Participant's employment or service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary of the Company (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 employed or the terms of your Participant's employment agreement, if any), and and, unless otherwise expressly provided in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against this Award Agreement or determined by the Company, any Parent or Subsidiary or the Employer, waives his or her ability, Participant's right, if any, to bring vest in this Award of Restricted Stock will terminate as of such date and will not be extended by any such claim, and releases the Company, notice period (e.g., Participant's period of service would not include any Parent contractual notice period or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court period of competent jurisdiction, then, by participating "garden leave" or similar period mandated under employment laws in the Plan, jurisdiction where 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 is employed or withdrawal the terms 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; Participant's employment agreement, if any); 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's Parent 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 this Award of Restricted Stock or of any amounts due to Participant pursuant to the exercise this Award of the Option Restricted Stock or the subsequent sale of any Shares acquired upon exercise. hereunder. 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