Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (
...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
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Nature of Grant.
By In accepting the
Option, 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 Participant 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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Nature of Grant.
By In accepting the
Option, Participant grant, the Grantee 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 RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, RSUs, or benefits in lieu of
opti...ons, RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option RSUs or other grants, if any, will be at the sole discretion of the Company; Committee; (d) Nothing in this Agreement, the Option RSU grant and Participant's or the Grantee's participation in the Plan will not shall create a right to employment or be interpreted as forming an employment confer upon the Grantee any right to continue in the employ of the Company, the Grantee's employer (the "Employer"), or service contract any subsidiary or affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company, the Employer or any Parent subsidiary or Subsidiary; affiliate, as applicable, or the rights of the Grantee, which rights are expressly reserved by each, to terminate the Grantee's employment relationship (if any) at any time and for any reason, with or without cause; (e) Participant the Grantee is voluntarily participating in the Plan; 4 2 (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) subject to Article 21.13 of the Option Plan, the RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) 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 RSUs resulting from Participant ceasing to provide the termination of the Grantee's employment or other services to the Company or the Employer relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of the Option RSUs to which Participant the Grantee is otherwise not entitled, Participant the Grantee irrevocably agrees never to institute any claim against the Company, any Parent subsidiary or Subsidiary affiliate or the Employer, waives his or her the Grantee's ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary subsidiary and affiliate 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 Grantee 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 (j) for purposes of the RSUs, the Grantee's employment relationship will be considered terminated as of the date the Grantee is no longer on the payroll records of the Company or any subsidiary or affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the Plan jurisdiction where the Grantee is employed or by the Company in its discretion, terms of the Option and Grantee's employment agreement, if any) the benefits evidenced by this Option Agreement do not create any entitlement to Board shall have the Option or any such benefits transferred to, or assumed by, another company nor exclusive discretion to determine when the Grantee is no longer an Employee for purposes of the Grantee's RSU grant (including whether the Grantee may still be considered to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting an Employee while on an approved leave of absence); and (k) 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 Grantee acknowledges and agrees that neither the Company, the Employer nor any Parent subsidiary or Subsidiary will affiliate 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 RSUs or of any amounts due to Participant the Grantee pursuant to the exercise settlement of the Option RSUs 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) 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 award of
the Option Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive 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) all decisions with respect to future Option or other grants, awards, if any, will be at the sole discretion of the Company; 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) (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, 4 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 (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; and (m) (l) 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, Participant acknowledges, understands and agrees grant, you acknowledge 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; time; (b) the grant of the
Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, RSUs, or benefits in li
...eu of options, RSUs, even if options RSUs have been granted repeatedly in the past; 3 (c) all decisions with respect to future Option or other RSUs grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (e) the RSUs and the shares of Common Stock subject to the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment contract, if any; (f) the Option RSUs and any Shares acquired under the Plan shares of Common Stock subject to the RSUs are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan RSUs and the income and value shares of same, Common Stock subject to the RSUs are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Subsidiary or Affiliate; (h) the RSUs and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate; (i) the future value of the Shares underlying the Option shares of Common Stock is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (j) in consideration of the underlying Shares do not increase in value, grant of the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) RSUs, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to termination of your Service with the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and you irrevocably release the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Company and the Employer from any such claim; claim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Plan, Participant will jurisdiction to have arisen, you shall be deemed irrevocably to have agreed not waive any entitlement 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 (k) in the Plan event of termination of your Service (whether or not in breach of local labor laws), your right to vest in the RSUs under the Plan, if any, will terminate effective as of the date that you are no longer actively providing Services and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of "garden leave" or similar period pursuant to local law); the Company in its discretion, Board/Committee shall have the Option exclusive discretion to determine when you are no longer actively providing Services for purposes of the RSUs; notwithstanding the foregoing, if your Service terminates due to your death, the RSUs will be fully vested as of the date of death; and (l) the RSUs and the benefits evidenced by this Option Agreement do under the Plan, if any, will not create any entitlement automatically transfer to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out in the case of a merger, take-over or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part transfer of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. liability.
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Nature of Grant.
By In accepting the
Option, 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 and does not create any contractual or other right to receive future grants of
op...tions, 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 Unit or other grants, if any, will be at the sole discretion of the Company; (d) the Option Restricted Stock Unit 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 contract with the Company, the Employer or any Parent Affiliate or Subsidiary; (e) the Participant is voluntarily participating in the Plan; 4 (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 and value of same, are not intended to replace any pension rights or compensation; (g) 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 and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option shares of Common Stock is unknown, indeterminable, indeterminable and cannot be predicted with certainty; 10 (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 employment or other services to the Company or the Employer a Termination (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 Participant is employed or the terms of your the Participant's employment agreement, if any), and in consideration of the grant of the Option Restricted Stock Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any Parent of its Affiliates or Subsidiary or Subsidiaries, waives the Employer, waives his or her Participant's ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary its Affiliates and the Employer Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the 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) (j) 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 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; Common Stock of the Company; 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 Affiliate 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the exercise settlement of the Option Restricted Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. settlement.
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Nature of Grant.
By In accepting the
Option, Participant Award, the Grantee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature, and (a)the T&C may be
amended, suspended modified or
terminated amended by the Company at any time, to the extent permitted by the
Plan; (b) the T&C; (b)the grant of the
Option Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of
opti...ons, 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 (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; (d) the Option grant and Participant's participation in the Plan will (d)the Award shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option Company; (e)the Award and any Shares shares of Stock acquired under the Plan this Agreement are not intended to replace any pension rights or compensation; (g) the Option (f)the Award and any Shares shares of Stock acquired under the Plan this Agreement, and the income and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (h) the (g)the future value of the Shares shares of Stock underlying the Option 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 and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no (h)no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Award resulting from Participant ceasing to provide the termination of the Grantee's employment or other services to the Company or the Employer relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of the Option Restricted Stock Units to which Participant the Grantee is otherwise not entitled, Participant the Grantee irrevocably agrees never to institute any claim against the Company, Employer, the Company or any Parent or Subsidiary or the Employer, of its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Employer, the Company and the Employer its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in acceptance of this Award, the Plan, Participant will Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless and (i)unless otherwise provided in the Plan T&C or by the Company in its discretion, the Option Award and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Restricted Stock Units or any such benefits transferred to, or assumed by, another company 4 nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. Stock.
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Nature of Grant.
By In accepting the
Option, RSU Award, the Participant
acknowledges, understands acknowledges and agrees that: (a) the Plan is established voluntarily by the Company,
it is discretionary in
nature, 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 of the
Option RSU Award is voluntary and occasional and does not create any contractual or other right to receive future
grants of options, RSU Awards, or benefits in
... lieu of options, RSU Awards, even if options RSU Awards have been granted repeatedly in the past; 8 (c) all decisions with respect to future Option or other grants, RSU 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; is voluntary; (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 RSU Award 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) (f) no claim or entitlement to compensation or damages will shall arise from the forfeiture of the Option RSU Award resulting from Participant ceasing to provide employment or other services to the Company or the Employer a Termination of Service (for any reason whatsoever, whatsoever 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), local labor laws), and in consideration of the grant of the Option RSU Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or Company and/or the Employer, waives his or her the Participant's ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and Company and/or 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, the 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 claims; and (g) for the Participants residing outside of the U.S.A.: (A) the RSU Award and any Shares acquired under the Plan are not intended to replace any pension rights or by compensation; (B) 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 RSU Award 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 purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and agrees that neither in no event should be considered as compensation for, or relating in any way to past services for the Company, Employer, the Employer nor Company or any Parent Parent, Subsidiary or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency Affiliate; and (C) in the United States Dollar that may affect the value event of the Option Participant's Termination of Service (whether or not in breach of any amounts due local labor laws), the Participant's right to Participant pursuant to vest in the exercise RSU Award under the Plan, if any, will terminate effective as of the Option or date of Termination of Service and; the subsequent sale Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of any Shares acquired upon exercise. this RSU Award.
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Nature of Grant.
By In accepting
this Award, the
Option, Participant Grantee acknowledges, understands and agrees that: (a)
the 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, time to the extent permitted by the
Plan; Plan. 6 (b)
the 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, perfo...rmance unit awards or other awards or benefits in lieu of options, performance unit awards or other awards, even if options performance unit awards or other awards have been granted in the past; past. (c) all All decisions with respect to future Option grants of Awards or other grants, awards, if any, will be at the sole discretion of the Company; Company. (d) This Award and the Option grant and Participant's Grantee's participation in the Plan will shall not create a right to employment Employment or be interpreted as forming an employment Employment or service contract with the Company, the Employer Company or any Parent of its Subsidiaries and shall not interfere with the ability of the Company or Subsidiary; any of its Subsidiaries, as applicable, to terminate the Grantee's Employment or service relationship (if any) at any time. (e) Participant The Grantee is voluntarily participating in the Plan; 4 Plan. (f) This Award and the Option and any Shares acquired under the Plan amount payable pursuant to this Award are not intended to replace any pension rights or compensation; compensation. (g) This Award and the Option and any Shares acquired under the Plan amount payable pursuant to this Award, 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; 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 No claim or entitlement to compensation or damages will shall arise from forfeiture of the Option this Award resulting from Participant the Grantee ceasing to provide employment Employment or other services to the Company or the Employer any of its Subsidiaries (for any reason whatsoever, whether or not it 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), and in any). In consideration of the grant of the Option this Award to which Participant the Grantee is otherwise not entitled, Participant the Grantee irrevocably agrees never agrees, other than in the event of Company's breach of this Agreement, to (i) not institute any claim against the Company, Company or any Parent or Subsidiary or of its Subsidiaries in connection with this Agreement, (ii) waive the Employer, waives his or her ability, if any, to bring any such claim, and releases (iii) release the Company, any Parent or Subsidiary Company and the Employer its Subsidiaries from any such claim; if, 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 Grantee 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 claim. (i) 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 out, or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the Shares. (j) The following provisions apply only if Participant the Grantee is providing services outside the United States: (i) the Option this Award and the Shares subject amount payable pursuant to the Option this Award are not part of normal or expected compensation or salary for any purpose; and 7 (ii) Participant the Grantee 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 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 pursuant the Grantee with respect to the exercise settlement of the Option or the subsequent sale of any Shares acquired upon exercise. this Award.
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Nature of Grant.
By In accepting the
Option, RSU Award, the Participant
acknowledges, understands acknowledges and agrees that: (a) the Plan is established voluntarily by the Company,
it is discretionary in
nature, 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 of the
Option RSU Award is voluntary and occasional and does not create any contractual or other right to receive future
grants of options, RSU Awards, or benefits in
... lieu of options, RSU Awards, even if options RSU Awards have been granted repeatedly in the past; (c) (d) all decisions with respect to future Option or other grants, RSU Awards, if any, will be at the sole discretion of the Company; (d) (e) 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 voluntary; (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 RSU Award 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) (g) no claim or entitlement to compensation or damages will shall arise from the forfeiture of the Option RSU Award resulting from Participant ceasing to provide employment or other services to the Company or the Employer a Termination of Service (for any reason whatsoever, whatsoever 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), local labor laws), and in consideration of the grant of the Option RSU Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or Company and/or the Employer, waives his or her the Participant's ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and Company and/or 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, the 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 claims; and (h) for the Participants residing outside of the U.S.A.: (A) the RSU Award and any Shares acquired under the Plan are not intended to replace any pension rights or by compensation; (B) 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 RSU Award 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 purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and agrees that neither in no event should be considered as compensation for, or relating in any way to past services for the Company, Employer, the Employer nor Company or any Parent Parent, Subsidiary or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency Affiliate; and (C) in the United States Dollar that may affect the value event of the Option Participant's Termination of Service (whether or not in breach of any amounts due local labor laws), the Participant's right to Participant pursuant to vest in the exercise RSU Award under the Plan, if any, will terminate effective as of the Option or date of Termination of Service and; the subsequent sale Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of any Shares acquired upon exercise. this RSU Award.
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Nature of Grant.
By In accepting
the Option, Participant acknowledges, understands your Award, you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted
by under the Plan; (b) the
grant of the Option Award is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future
grant...s of options, Awards (whether on the same or different terms), or benefits in lieu of options, an Award, even if options have an Award has been granted in the past; (c) all decisions with respect to future Option awards of Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; 5 (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option 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) (e) the future value of the Shares shares of Common Stock underlying the Option Award 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) (f) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Award resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Continuous 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 employed or rendering services or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise Award, you agree not entitled, Participant irrevocably agrees never to institute any claim against the Company, Company or any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) Affiliate; (g) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Option Award and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; shares of Common Stock; and (m) (h) unless otherwise agreed with the following provisions apply only if Participant is providing services outside Company, the United States: (i) the Option Award and the Shares shares of Common Stock 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 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. an Affiliate.
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