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 This provision supplements Section 18 of the Restricted Stock Agreement: In accepting the Option, grant of the Restricted Stock, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to rec...eive 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 Restricted Stock grant 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 services contract with the Company, the Employer Company or any Parent or Subsidiary; (e) Participant is voluntarily participating in Affiliate; (b) the Plan; 4 (f) Restricted Stock and the Option and any Shares acquired under subject to the Plan Restricted Stock are not intended to replace any pension rights or compensation; (g) (c) unless otherwise agreed with the Option Company, the Restricted Stock and any the Shares acquired under the Plan that become vested pursuant to this agreement, and the income and value of same, are not part granted as consideration for, or in connection with, the service the Participant may provide as a director of normal or expected compensation an Affiliate; Appendix B - 3 (d) 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 Restricted Stock, the Shares underlying Termination Date shall be the Option date the Participant 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 longer actively providing services to the Company or its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, the Participant's right to vest in the Restricted Stock under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the grant 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 Option Restricted Stock grant (including whether the Participant may still be considered to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by be providing services while on a court leave of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) absence); (e) unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Stock and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Restricted Stock 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; Company's 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 (f) neither the Company, the Employer Company nor any Parent or Subsidiary will Affiliate 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 or of any amounts due to the Participant pursuant to the exercise vesting of the Option Restricted Stock or the subsequent sale of any Shares acquired upon exercise. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands RSU Award, you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option RSU Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs, oth...er equity awards or benefits in lieu of options, equity awards, even if options equity awards have been granted in the past; (c) all decisions with respect to future Option RSU Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Option RSU Award grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Affiliate; 21 (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option RSU Award and any Ordinary Shares acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option RSU Award and any Ordinary 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, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Ordinary Shares underlying the Option RSU Award is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option RSU Award vests and acquires you are issued Ordinary Shares, the value of such Ordinary Shares may increase or decrease in value, value following the date the shares are issued; even below the Exercise Price; (k) no claim or entitlement Fair Market Value on the date the RSU Award is granted to compensation or damages will arise from forfeiture you; (j) for purposes of the Option resulting from Participant ceasing to provide employment or other RSU Award, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, your right to vest in the RSU Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and the Plan Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the RSU Award (including whether you may still be considered to be providing services while on a leave of absence); (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award resulting from your termination of Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed, or the terms of your employment agreement, if any), and in consideration of the grant of the Option this RSU Award to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, Company or any Parent or Subsidiary or the Employer, waives his or her Affiliate, waive your ability, if any, to bring any such claim, and releases release the Company, Company and any Parent or Subsidiary and the Employer Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option RSU Award and any Ordinary Shares acquired under the Plan, and the benefits evidenced by this Option Agreement do income from and value of same, are not create granted as consideration for, or in connection with, any entitlement to have service you may provide as a director of the Option Company or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Affiliate; and (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 or any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option RSU Award or the subsequent sale of any Ordinary Shares acquired upon exercise. settlement of the RSU Award. 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Nature of Grant. By In accepting the Option, award, Participant 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant (b)the Award of the Option Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards... of options, Restricted Stock Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted awarded in the past; (c) all (c)all decisions with respect to future Option Restricted Stock Units or other grants, 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) Participant (d)Participant is voluntarily participating in the Plan; 4 (f) (e)the Award of Restricted Stock Units and the Option Shares subject to the Restricted Stock Units, and any Shares acquired under the Plan income from and value of same, are not intended to replace any pension rights or compensation; (g) compensation provided by the Option Employer or required under applicable law; (f)the Award of Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the (g)the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if (h)unless otherwise provided in the underlying Shares Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not increase create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in value, connection with any corporate transaction affecting the Option will have no value; (j) if Participant exercises Common Stock; (i)unless otherwise agreed with the Option Company, in writing, the Restricted Stock Units and acquires Shares, the Shares subject to the Restricted Stock Units, and the income from and value of such Shares same, are not granted as consideration for, or in connection with, the service Participant may increase provide as a director of a Subsidiary of the Company; A-4 (j)the Company is not providing any tax, legal or decrease financial advice, nor is the Company making any recommendations regarding Participant's participation in value, even below the Exercise Price; (k) no Plan or Participant's acquisition or sale of Shares. Participant should consult with his or her personal tax, legal and financial advisors regarding Participant's participation in the Plan before taking any action related to the Plan; (k)no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from the termination of Participant ceasing to provide employment or other services to the Company or the Employer as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant's employment or service agreement, if any), 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 (l)neither the Company, the Employer nor any Parent or Subsidiary will of the Company shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant pursuant to the exercise settlement of the Option Restricted Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands RSU Award, you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option RSU Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs, oth...er equity awards or benefits in lieu of options, equity awards, even if options equity awards have been granted in the past; (c) all decisions with respect to future Option RSU Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Option RSU Award grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Affiliate; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option RSU Award and any Ordinary Shares acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option RSU Award and any Ordinary 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, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Ordinary Shares underlying the Option RSU Award is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option RSU Award vests and acquires you are issued Ordinary Shares, the value of such Ordinary Shares may increase or decrease in value, value following the date the shares are issued; even below the Exercise Price; (k) no claim or entitlement Fair Market Value on the date the RSU Award is granted to compensation or damages will arise from forfeiture you; (j) for purposes of the Option resulting from Participant ceasing to provide employment or other RSU Award, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, your right to vest in the RSU Award under the Plan, if any, will terminate as of such date and 3. will not be extended by any notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and the Plan Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the RSU Award (including whether you may still be considered to be providing services while on a leave of absence); (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award resulting from your termination of Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed, or the terms of your employment agreement, if any), and in consideration of the grant of the Option this RSU Award to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, Company or any Parent or Subsidiary or the Employer, waives his or her Affiliate, waive your ability, if any, to bring any such claim, and releases release the Company, Company and any Parent or Subsidiary and the Employer Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option RSU Award and any Ordinary Shares acquired under the Plan, and the benefits evidenced by this Option Agreement do income from and value of same, are not create granted as consideration for, or in connection with, any entitlement to have service you may provide as a director of the Option Company or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Affiliate; and (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 or any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option RSU Award or the subsequent sale of any Ordinary Shares acquired upon exercise. settlement of the RSU Award. 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Nature of Grant. By In accepting the Option, Performance 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 Performance Options is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Performance Options..., or benefits in lieu of options, Performance Options even if options Performance Options have been granted 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 Employer, the Company or any Subsidiary or be interpreted as forming an employment or services contract with the Employer, the Company or any Subsidiary and shall not interfere with or restrict any way the ability of the Employer, the Company or any Subsidiary, as applicable, to terminate Participant's employment or service relationship, if any; (d) all decisions with respect to future Option grants of Performance 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 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 voluntary; and (f) 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 event 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 termination 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 Participant's Continuous Service (as defined above) (for any reason whatsoever, whether or not later found to be found 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), and unless otherwise determined by the Company, Participant's right to vest in consideration the Performance Options under the Plan, if any, will terminate as of the grant of the Option to which date Participant is otherwise no longer actively rendering services and will not entitled, 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 irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary is employed or the Employer, waives his or her ability, terms of Participant's employment agreement, if any, any); similarly, any right 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 exercise Performance Options after termination of competent jurisdiction, then, by participating in the Plan, Participant Participant's Continuous Service will be deemed irrevocably to have agreed measured from the date Participant is no longer actively rendering services and will not to pursue such claim and agrees to execute be extended by any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in notice period; 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 Committee shall have the Option or any such benefits transferred to, or assumed by, another company nor exclusive discretion to determine when Participant is no longer providing Continuous Service for purposes of this Agreement, including whether Participant may still be considered 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 active service while on a leave 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. absence. (g) [Reserved]. 6 10. [Reserved]. View More
Nature of Grant. By In accepting the Option, Participant Restricted Shares, the Employee acknowledges, understands understands, and agrees that: (a) 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) Plan;(b) the grant award of the Option Restricted Shares is voluntary and occasional and does not create any contractual or other right to rece...ive future grants of options, Awards of, or benefits in lieu of options, Restricted Shares, even if options Restricted Shares have been granted awarded in the past; (c) past;(c) all decisions with respect to future Option or other grants, awards, if any, will be at the sole discretion of the Company; (d) Committee;(d) the Option grant and Participant's Employee's participation in the Plan will not create a right is voluntary;(e) the Restricted Shares and the shares of Common Stock subject 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 Restricted Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) (f) the Option Award of Restricted Shares and any the shares of Common Stock subject to the Restricted Shares acquired under the Plan and the income and the value of same, the 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 pension, retirement or welfare benefits or similar payments; (h) benefits;(g) 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;(h) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Shares resulting from Participant ceasing to provide the termination of the Employee's employment or other services to by 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 the Employee is employed or the terms of your his or her employment agreement, if any), and in consideration of the grant of the Option Award to which Participant the Employee is otherwise not entitled, Participant the Employee irrevocably agrees never to institute any claim against the Company, any Parent of its subsidiaries or Subsidiary affiliates, or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary 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 the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided claim;(i) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee's participation in the Plan or Employee's acquisition or sale of the underlying shares of Common Stock; 4 (j) the Employee is hereby advised to consult with the Employee's own personal tax, legal and financial advisors regarding the Employee's participation in the Plan before taking any action related to the Plan; (k) the award of Restricted Shares and the benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically provided for in the Plan or determined 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 Restricted Shares or any such benefits transferred to, or assumed by, another company nor company, or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Company's Common Stock; (l) if the Employee is, as of the Award Date, designated in Salary Band G or above, the Restricted Shares shall be subject to the non-competition and non-solicitation covenants set forth in the Appendix A to this Agreement; and (m) the following provisions apply only if Participant the Employee is providing services outside the United States: (i) (A) the Option Restricted Shares and the Shares shares of Common Stock subject to the Option Restricted Shares 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 member of the Kraft Foods Group shall be liable for any foreign exchange rate fluctuation between Participant's the Employee's local currency and the United States Dollar that may affect the value of the Option Restricted Shares or any shares of Common Stock delivered to the Employee upon vesting of the Restricted Shares or of any amounts due to Participant pursuant to proceeds resulting from the exercise of the Option or the subsequent Employee's sale of any Shares acquired upon exercise. such shares. 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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; (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; (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; (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 7 US-DOCS\119733922.3 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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Nature of Grant. By In accepting the Option, Participant Restricted Shares, the Employee acknowledges, understands understands, and agrees that: (a) 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) Plan;(b) the grant award of the Option Restricted Shares is voluntary and occasional and does not create any contractual or other right to rece...ive future grants of options, Awards of, or benefits in lieu of options, Restricted Shares, even if options Restricted Shares have been granted awarded in the past; (c) past;(c) all decisions with respect to future Option or other grants, awards, if any, will be at the sole discretion of the Company; (d) Committee;(d) the Option grant and Participant's Employee's participation in the Plan will not create a right is voluntary;(e) the Restricted Shares and the shares of Common Stock subject 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 Restricted Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) (f) the Option Award of Restricted Shares and any the shares of Common Stock subject to the Restricted Shares acquired under the Plan and the income and the value of same, the 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 pension, retirement or welfare benefits or similar payments; (h) benefits;(g) 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;(h) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Shares resulting from Participant ceasing to provide the termination of the Employee's employment or other services to by 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 the Employee is employed or the terms of your his or her employment agreement, if any), and in consideration of the grant of the Option Award to which Participant the Employee is otherwise not entitled, Participant the Employee irrevocably agrees never to institute any claim against the Company, any Parent of its subsidiaries or Subsidiary affiliates, or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary 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 the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided claim;(i) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee's participation in the Plan or Employee's acquisition or sale of the underlying shares of Common Stock; (j) the Employee is hereby advised to consult with the Employee's own personal tax, legal and financial advisors regarding the Employee's participation in the Plan before taking any action related to the Plan; (k) the award of Restricted Shares and the benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically provided for in the Plan or determined 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 Restricted Shares or any such benefits transferred to, or assumed by, another company nor company, or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Company's Common Stock; (l) if the Employee is, as of the Award Date, designated in Salary Band G or above, the Restricted Shares shall be subject to the non-competition and non-solicitation covenants set forth in the Appendix A to this Agreement; and (m) the following provisions apply only if Participant the Employee is providing services outside the United States: (i) (A) the Option Restricted Shares and the Shares shares of Common Stock subject to the Option Restricted Shares 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 member of the Kraft Foods Group shall be liable for any foreign exchange rate fluctuation between Participant's the Employee's local currency and the United States Dollar that may affect the value of the Option Restricted Shares or any shares of Common Stock delivered to the Employee upon vesting of the Restricted Shares or of any amounts due to Participant pursuant to proceeds resulting from the exercise of the Option or the subsequent Employee's sale of any Shares acquired upon exercise. such shares. 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Nature of Grant. By In accepting this Award, the Option, Participant Grantee acknowledges, understands and agrees that: (a) the (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 under the Plan; (b) the (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, stock appreciati...on rights, or benefits in lieu of options, stock appreciation rights, even if options stock appreciation rights have been granted in the past; (c) all (c)all decisions with respect to future Option stock appreciation rights or other grants, if any, will be at the sole discretion of the Company; (d) (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 amending a Service Relationship with the Company, the Employer Service Recipient or any Parent or Subsidiary; (e) Participant (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 not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the (h)the future value of the Shares shares of Stock underlying the Option this Award is unknown, indeterminable, and cannot be predicted with certainty; (i) if (i)if the shares of Stock underlying Shares this Award do not increase in value, the Option this Award will have no value; (j) if Participant (j)if the Grantee exercises the Option this Award and acquires Shares, shares of Stock, the value of such Shares shares of Stock may increase or decrease in value, decrease, even below the Exercise Price; (k) no Price per Share; 12 (k)no claim or entitlement to compensation or damages will shall arise from the forfeiture of the Option this Award resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer Grantee's Service Relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are the Grantee is employed or otherwise rendering services or the terms of your the Grantee's employment or other service agreement, if any), any); (l)unless otherwise agreed with the Company in writing, this Award and any shares of Stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in consideration connection with, the service the Grantee may provide as a director of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute Company or 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 Subsidiary; (m)unless otherwise provided in the Plan or by the Company in its discretion, the Option this Award and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option this Award or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; 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 neither (n)neither the Company, the Employer Service Recipient 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 this Award or of any amounts due to Participant the Grantee pursuant to the exercise of the Option this Award 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, 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 Performance Units is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Performance Units, or benefits in lieu of options, P...erformance Units, even if options Performance Units have been granted in the past; (c) (b) all decisions with respect to future Option Performance Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option Performance Units and any the Shares acquired under subject to the Plan Performance Units are not intended to replace any pension rights or compensation; (g) (e) the Option Performance Units and any the Shares acquired under subject to the Plan Performance Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (f) the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) predicted; (g) for purposes of the Performance Units, Participant's status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the underlying Shares Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant's right to vest in the Performance 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 Performance Units grant (including whether Participant may still be considered to be providing services while on a leave of absence); (h) unless otherwise provided in the Plan or by the Company in its discretion, the Performance Units and the benefits evidenced by this Award Agreement do not increase create any entitlement to have the Performance Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in value, connection with any corporate transaction affecting the Option will have no value; (j) Shares; and (i) the following provisions apply only if Participant exercises is providing services outside the Option United States: (i) the Performance Units and acquires Shares, the Shares subject to the Performance Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that none of the Company, the Employer or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of such the Performance Units or of any amounts due to Exhibit 10.3Participant pursuant to the settlement of the Performance Units or the subsequent sale of any Shares may increase or decrease in value, even below the Exercise Price; (k) acquired upon settlement; and (iii) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Performance Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of Participant's status as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and in consideration of the grant of the Option Performance 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 Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. claim. 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