Nature of Grant Clause Example with 377 Variations from Business Contracts
This page contains Nature of Grant clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.View More
Variations of a "Nature of Grant" Clause from Business Contracts
Nature of Grant. By In accepting 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. (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, perform...ance 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. 6 (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 (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. View More
Nature of Grant. By In accepting the Option, this Award of Restricted Stock Units, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, Res...tricted Stock Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted in the past; (c) (b) all decisions with respect to future Option Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Administrator; (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (f) the future value of the Shares underlying the Option Restricted Stock Units is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture predicted; (g) for purposes of the Option resulting from Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant ceasing to provide employment or other is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to -2- other arrangements or contracts) or determined by the Administrator, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law); (h) unless otherwise provided in the Plan or by the Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; (i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant's status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any), and in consideration of the grant of the Option Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, Company or any Parent or Subsidiary Subsidiary, or the Employer, Service Participant, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent Company or Subsidiary and the Employer Service Participant 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 and (k) 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 event Participant is providing services outside not an employee of 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) Company, Participant acknowledges understands and agrees that neither the Company, offer to participate in the Employer Plan, nor any Parent his or Subsidiary her participation in the Plan, will be liable for any foreign exchange rate fluctuation between interpreted to form an employment contract or relationship with the Company, and furthermore, nothing in the Plan, the Award Agreement nor Participant's local currency and participation in the United States Dollar that may affect Plan will be interpreted to form an employment contract with 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 Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Restricted Stock Units, or benefits in lieu of ...options, Restricted Stock Units, even if options Restricted Stock Units have been granted in the past; (c) (b) all decisions with respect to future Option Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (f) the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) predicted; (g) for purposes of the Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the underlying Shares Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence); (h) unless otherwise provided in the 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) Shares; and (i) the following provisions apply only if Participant exercises is providing services outside the Option United States: (i) the Restricted Stock Units and acquires Shares, the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that none of the Company 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 Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares may increase or decrease in value, even below the Exercise Price; (k) acquired upon settlement; and (iii) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of Participant's status as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and in consideration of the grant of the Option Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, 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 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 Stock Option, Participant the Optionee 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 Stock Option is exceptional, 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 options 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 Optionee is voluntarily participating in the Plan; 4 (f) (e) the Stock Option and any Shares shares of Stock acquired under thereunder, and the Plan income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Service Recipient, and are outside the scope of the Optionee's employment or service contract, if any; (f) the Stock Option and any shares of Stock acquired thereunder, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Stock Option and any Shares shares of Stock acquired under the Plan thereunder, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension holiday pay, pension, or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Shares shares of Stock underlying the Stock Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares shares of Stock do not increase in value, the Stock Option will have no value; (j) if Participant the Optionee exercises the Stock Option and acquires Shares, shares of Stock, the value of such Shares shares of Stock may increase or decrease in value, even below the Option Exercise Price; 10 (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Stock Option resulting from Participant ceasing to provide employment or other services to termination of the Company or the Employer Optionee's Service Relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed the Optionee is providing services or the terms of your the Optionee's employment or service 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; any); (l) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Stock Option and any shares of Stock acquired thereunder, and the benefits evidenced by this Option Agreement do income from and value of same, are not create any entitlement to have the Option granted as consideration for, 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 with, the Shares; service the Optionee may provide as a director of a Subsidiary; 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 Service Recipient nor any Parent or other Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's the Optionee's local currency and the United States Dollar that may affect the value of the Stock Option or of any amounts due to Participant the Optionee pursuant to the exercise of the Stock Option or the subsequent sale of any Shares shares of Stock acquired upon exercise. View More
Nature of Grant. By In accepting the Option, Participant grant, 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 time as set forth in 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 o...f options, even if options have been granted in the past; (c) all decisions with respect to future Option or other RSU grants, if any, will be at the sole discretion of the Company; (c) Grantee is voluntarily participating in the Plan; (d) the Option grant future value of the underlying Shares is unknown, indeterminable and Participant's participation cannot be predicted with certainty; (e) the RSUs and the benefits under the Plan, if any, will not automatically transfer to another company in the Plan will case of a merger, take-over or transfer of liability; (f) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not create granted as consideration for, or in connection with, any service Grantee may provide as a right director of a Subsidiary or Affiliate; (g) the RSUs and the Shares subject to employment or be interpreted as forming an employment or service contract with the RSUs, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, the Employer or any Parent Subsidiary or Subsidiary; (e) Participant is voluntarily participating in Affiliate, and are outside the Plan; 4 (f) scope of Grantee's service or employment contract, if any; (h) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not intended to replace any pension rights or compensation; (g) compensation (i) for Grantees who reside outside the Option and any Shares acquired under U.S., 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; following additional provisions shall apply: (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 or the recovery by the Company of any Shares acquired pursuant to the RSUs resulting from Participant ceasing to provide employment or other services to (A) termination of Grantee's Service with the Company or Company, the Employer or any Subsidiary or Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and/or (B) the application of any clawback or recovery policy as described in Section 17(d) of the jurisdiction where you are employed or the terms of your employment agreement, if any), Plan; and in consideration of the grant of the Option RSUs to which Participant Grantee is otherwise not entitled, Participant Grantee irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary Company 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; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in 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 otherwise provided claims; (ii) in the Plan event of termination of Grantee's Service, Grantee's right to vest in the RSUs, if any, will terminate effective as of the date that Grantee is no longer actively employed (regardless of the reason for termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the terms of Grantee's employment agreement, if any) and will not be extended by any notice period (e.g., the Company period of active employment would not include a period of "garden leave" or similar period mandated under employment laws in its discretion, the Option and jurisdiction where Grantee is employed or the benefits evidenced by this Option Agreement do not create any entitlement to terms of Grantee's employment agreement, if any); the Committee shall have the Option or any such benefits transferred to, or assumed by, another company nor exclusive discretion 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 determine when Grantee is no longer actively providing services outside for purposes of 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 RSUs; (iii) Grantee acknowledges and agrees that neither the Company, the Employer nor any Parent other Subsidiary or Subsidiary will Affiliate Restricted Stock Unit Agreement - 2 shall be liable for any foreign exchange rate fluctuation between Participant's Grantees local currency and the United States Dollar that may affect the value of the Option RSUs or of any amounts due to Participant Grantee pursuant to the exercise vesting of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. at vesting; and (iv) the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose. 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Nature of Grant. By In accepting the Option, Participant RSUs, Grantee acknowledges, understands and agrees that: 7 (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, restricted stock units, or benefits in lieu of options,...restricted stock units, even if options restricted stock units have been granted in the past; (c) all decisions with respect to future Option restricted stock units or other grants, if any, will be at the sole discretion of the Company; (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 Grantee is voluntarily participating in the Plan; 4 (f) (e) the Option RSUs and any the Shares acquired under allocated to the Plan RSUs are not intended to replace any pension rights or compensation; (g) compensation and are outside the Option scope of Grantee's employment contract, if any; (f) the RSUs and any the Shares acquired under allocated 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 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) (g) unless otherwise provided in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) (h) no entity in the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will Company Group shall be liable for any foreign exchange rate fluctuation between Participant's Grantee's local currency and the United States Dollar or the selection by the Company or any member of the Company Group in its sole discretion of an applicable foreign exchange rate that may affect the value of the Option RSUs (or the calculation of income or Tax-Related Items thereunder) or of any amounts due to Participant Grantee pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any the Shares acquired upon exercise. allocated to the RSUs. View More
Nature of Grant. By In accepting the Option, grant, Participant acknowledges, understands and agrees that: (a) a. the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) 13 b. the grant of the Option Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Restricted Stock U...nits, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted in the past; (c) 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 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) d. Participant is voluntarily participating in the Plan; 4 (f) e. the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) f. the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation or salary 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) g. 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) h. no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of Participant's status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant's employment agreement, if any), and any) and, in consideration of the grant of the Option Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Parent, Subsidiary or the Employer, affiliate, waives his or her Participant's ability, if any, to bring any such claim, and releases the Company, any Parent Parent, Subsidiary 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 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) i. unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; 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 j. neither the Company, the Employer nor any Parent Parent, Subsidiary or Subsidiary will affiliate 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. 14 11. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant's participation in the Plan or Participant's acquisition or sale of the underlying Shares. Participant is solely responsible for obtaining all appropriate tax, legal and financial advice, notably concerning U.S. and local country tax and social security regulations, when signing or otherwise entering into this Award Agreement, selling the Shares acquired upon settlement of the Restricted Stock Units, or making any decision in relation with the Restricted Stock Units, this Award Agreement or the Plan. Participant is hereby advised to consult with Participant's own personal tax, legal and financial advisors regarding Participant's participation in the Plan before taking any action related to the Plan. View More
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 it may be amended, suspended modified, amended or terminated by the Company at any time, to the extent permitted by the Plan; 5 (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 o...ptions, RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option or other grants, grants of RSUs, 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 Grantee 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) (e) the future value of the Shares underlying subject to the Option RSUs 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 RSUs resulting from Participant the Grantee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), 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 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 Company 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 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. claims. View More
Nature of Grant. By In accepting the Option, Award of the Restricted Shares, 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 Award of the Option Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of option...s, Awards, or benefits in lieu of options, Awards, even if options Awards have been granted in the past; (c) all decisions with respect to future Option awards 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) (e) the Option Restricted Shares and any the Shares acquired under subject to the Plan Restricted Shares are not intended to replace any pension rights or compensation; (g) (f) the Option Restricted Shares and any the Shares acquired under subject to the Plan Restricted Shares, 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) (g) the future value of the 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 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) (h) unless otherwise provided in the Plan or by the Company in its sole discretion, the Option Restricted Shares and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company's 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 Subsidiary 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 Shares or of any amounts due to the Participant pursuant to the exercise vesting of the Option Restricted Shares or the subsequent sale of any Shares acquired upon exercise. under the Plan. 4 11. No Advice Regarding Grant. The Participant is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Participant may determine is needed or appropriate with respect to the Restricted Shares (including, without limitation, to determine the federal, foreign, state, local, estate and/or gift tax consequences with respect to the Award) or to his or her participation in the Plan. Neither the Company nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Award Agreement) or recommendation with respect to the Award or the Participant's participation in the Plan. View More
Nature of Grant. By accepting the Option, Participant acknowledges, understands Award, you acknowledge, understand and agrees agree that: (a) the -5-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 Plan;b.the grant of the Option Units is voluntary exceptional, voluntary, non-recurrent and occasional and does not create any contractual or othe...r right to receive future grants of options, Units, or benefits in lieu of options, Units, even if options Units have been granted in the past; (c) all c.all decisions with respect to future Option grants of Units or other grants, awards, if any, will be at the sole discretion of the Company; (d) the Option grant d.the Award and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming amend an employment or service contract with the Company, the Employer or any Parent Subsidiary, and shall not interfere with the ability of the Company, the Employer or Subsidiary; (e) Participant is any Subsidiary, as applicable, to terminate your employment relationship (if any) at any time; e.you are voluntarily participating in the Plan; 4 (f) f.the Units and the Option and any Shares acquired under shares of Common Stock subject to the Plan Units are not intended to replace any pension rights or compensation; (g) g.the Units and the Option and any Shares acquired under shares of Common Stock subject to the Plan Units, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, leave-related pay, pension or retirement benefits or payments, welfare benefits or any similar mandatory payments; (h) the h.the future value of the Shares shares of Common Stock underlying the Option Units is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if i.except as otherwise provided in the underlying Shares Agreement, in the Plan or by the Company in its discretion, the Units and the benefits evidenced by the Agreement do not increase create any entitlement to have the 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 of the Option Company;j.unless otherwise agreed with the company in writing, the Units and acquires Shares, the shares of Common Stock subject to the Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of any Subsidiary;k.the Units and the shares of Common Stock subject to the Units are not part of normal or expected compensation or salary for any purpose; l.none of the Company, the Employer or any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of such Shares may increase the Units or decrease in value, even below of any amounts due to you pursuant to the Exercise Price; (k) no settlement of the Units or the subsequent sale of any shares of Common Stock acquired upon settlement of the Units; andm.no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Units resulting from Participant ceasing to provide the termination of your employment or other services to the Company or the Employer (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), any).11.Acknowledgements. With respect to the subject matter of Sections 2(b)(i) and in consideration of (ii) and Sections 16 and 17 hereof, the grant of Agreement represents 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 entire agreement between you and the Employer from Company. No waiver of any such claim; if, notwithstanding the foregoing, breach of any such claim is allowed by a court provision 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 this Agreement by the Company shall be construed -6-to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in its discretion, the Option and the benefits evidenced event that any provision of this Agreement shall be found 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 court as specified in Section 17 below to be exchanged, cashed out unenforceable, in whole or substituted for, in connection with part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. You hereby agree that the court may modify any corporate transaction affecting invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting the Shares; Award, you affirmatively state that you have not, will not 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 cannot rely on any representations 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. expressly made herein. View More
