Nature of Grant Clause Example with 377 Variations from Business Contracts
This page contains Nature of Grant clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.View More
Variations of a "Nature of Grant" Clause from Business Contracts
Nature of Grant. By In accepting the Option, Award of the Restricted Shares, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, Corporation, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company Corporation 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 receiv...e future grants of options, 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; Corporation; (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 Corporation 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 Corporation'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 Corporation nor any Parent or Subsidiary will shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option 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. View More
Nature of Grant. By In accepting the Option, Award, 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 Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants awards of options, Restricted Sto...ck Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted awarded in the past; (c) all decisions with respect to future Option Restricted Stock Units or other grants, awards, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) (e) the Option Award of Restricted Stock Units and any the cash or Shares acquired under issuable thereunder, including the Plan value of future dividends, distributions and proceeds, are not intended to replace any pension rights or compensation; (g) (f) the Option and any Shares acquired under the Plan Award of Restricted Stock Units and the income and cash or Shares issuable thereunder, including the value of same, future dividends, distributions and proceeds, 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 underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if (h) unless otherwise provided in the underlying Shares Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not increase create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in value, connection with any corporate transaction affecting the Option will have no value; (j) if Participant exercises Common Stock; INTERNAL - NI CONFIDENTIAL Exhibit 10.1 (i) unless otherwise agreed with the Option Company, the Restricted Stock Units and acquires Shares, the cash or Shares issuable thereunder, including the value of such Shares future dividends, distributions and proceeds, are not granted as consideration for, or in connection with, the service Participant may increase provide as a director of a Subsidiary or decrease in value, even below affiliate of the Exercise Price; (k) Company; and (j) the following provisions apply only if Participant is providing services outside the United States: (i) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from the termination of Participant ceasing to provide employment or other services to the Company or the Employer as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant's employment or service agreement, if any), and in consideration of the grant Award of the Option Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, the Employer or any other Parent or Subsidiary or the Employer, Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer or any other 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 shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant pursuant to the exercise settlement of the Option Restricted Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, RSUs, the Participant acknowledges, understands 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 b...een 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 RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer or any Parent Parent, Subsidiary, affiliate, or Subsidiary; (e) Participant is voluntarily participating in employer and shall not interfere with the Plan; 4 (f) ability of the Option and Company, the employer or any Shares acquired under Parent, Subsidiary, affiliate, or employer, as applicable, to terminate the Plan are not intended to replace any pension rights Participant's employment 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 service relationship (if any); (b) for purposes of calculating the RSUs, the Participant's status as a Service Provider, including service contracted through a professional employment organization, will be considered terminated as of the date the Participant is no longer actively providing services to the Company or any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension Parent, Subsidiary, or retirement affiliate (regardless of the reason for such termination and whether or welfare benefits not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is a Service Provider or the terms of the Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, the Participant's right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar payments; (h) period mandated under employment laws in the future value jurisdiction where the Participant is a Service Provider or the terms of the Shares underlying Participant's employment or service agreement, if any, unless the Option Participant is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option providing B-2 bona fide services during such time). The Administrator will have the exclusive discretion to determine when the Participant is no value; (j) if longer actively providing services for purposes of this RSU grant, including whether the Participant exercises the Option may still be considered to be providing services while on a leave of absence and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) consistent with local law); and (c) no claim or entitlement to compensation or damages will arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer 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 employed the Participant is a Service Provider or the terms of your the Participant's employment or service agreement, if any), and in consideration of the grant of the Option RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, Company or any Parent Parent, Subsidiary, or Subsidiary or affiliate, waives the Employer, waives his or her Participant's ability, if any, to bring any such claim, and releases each of the Company, Company or any Parent Parent, Subsidiary, or Subsidiary and the Employer affiliate 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, the Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. claim. 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Nature of Grant. By accepting the Option, SAR, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, Cray, it is discretionary in nature, and may be amended, suspended or terminated by the Company Cray at any time, to the extent permitted by the Plan; 5 (b) the grant of the Option SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of options, equity, or benefits in lieu of options, equity, even if op...tions have equity has been granted in the past; (c) all decisions with respect to future Option SAR or other grants, if any, will be at the sole discretion of the Company; Cray; (d) the Option SAR 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, Cray, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option SAR and any Shares or cash, where settlement of the SAR is in cash, acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option SAR and any Shares or cash, where settlement of the SAR is in cash, 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 SAR is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option SAR will have no value; (j) if Participant exercises the Option SAR 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 SAR 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), Participant's Termination, and in consideration of the grant of the Option SAR to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, Cray, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, Cray, 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 Cray in its discretion, the Option SAR and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option SAR 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 SAR and the Shares subject to the Option SAR or cash, where settlement of the SAR is in cash, are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, Cray, 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 SAR or of any amounts due to Participant pursuant to the exercise of the Option SAR or the subsequent sale of any Shares acquired upon exercise. 6 9. No Advice Regarding Grant. Cray is not providing any tax, legal or financial advice, nor is Cray making any recommendations regarding Participant's participation in the Plan, or Participant's acquisition or sale of the underlying Shares or the payment of cash, where settlement of the SAR is in cash. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. View More
Nature of Grant. By accepting participating in the Option, Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan; (b) the grant of the Option Units 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, Units, even if options Units have been granted in the past; (c) all decisions with respect to future Option or other grants, grants of Units, if any, will be at the sole discretion of the Company; Administrator;6-Rev. 12.2021 (d) the Option grant of the Units and the Participant's participation in the Plan will shall not create be interpreted to form a contractual or other relationship with the Company or its Affiliates; further, the award of Units hereunder shall not confer upon the Participant any right to employment continued service as a director of the Company and this Agreement shall not be construed in any way to limit the rights of the Company or be interpreted as forming an employment or service contract with its shareholders pursuant to the Company, organizational documents of the Employer or any Parent or Subsidiary; Company and applicable law; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option future value of the underlying shares of Stock is unknown, indeterminable and any Shares acquired under cannot be predicted with certainty; (g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Plan are not intended to replace any pension rights or compensation; (g) Units resulting from the Option termination of the service relationship; and any Shares acquired under (h) the Plan following provisions apply only if the Participant is resident outside the United States: (A) the Units, the underlying shares of Stock, and the income and value of same, same are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, purpose; 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 (B) the Company or the Employer (for any reason whatsoever, whether or shall 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 the Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option Units or of any amounts amount due to the Participant pursuant to the exercise settlement of the Option Units or the subsequent sale of any Shares shares of Stock acquired upon exercise. settlement. View More
Nature of Grant. By In accepting this Stock Option, the Option, Participant Optionee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, Company and 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 this Stock Option is voluntary and occasional and does not create any contractual or other right to receive future grants of stock options, ...or benefits in lieu of stock options, even if stock options have been granted in the past; (c) all decisions with respect to future Option stock option or other grants, if any, will be at the sole discretion of the Company; (d) the this Stock Option grant and Participant's the Optionee'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, Company; (e) the Employer or any Parent or Subsidiary; (e) Participant Optionee is voluntarily participating in the Plan; 4 (f) the this Stock Option and any Option Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the this Stock Option and any Option Shares acquired under the Plan Plan, 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 future value of the this Option Shares underlying the Stock Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Option Shares do not increase in value, the this Stock Option will have no value; (j) if Participant the Optionee exercises the this Stock Option and acquires Option Shares, the value of such Option Shares may increase or decrease in value, even below the Option Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Stock Option resulting from Participant ceasing to provide the termination of the Optionee's employment or other services to the Company or the Employer relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Optionee is employed or the terms of your the Optionee's employment agreement, if any), and in consideration of the grant of the this Stock Option to which Participant the Optionee is otherwise not entitled, Participant the Optionee irrevocably 4 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 the Plan, Participant will the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (l) unless otherwise provided in the Plan or by the Company in its discretion, the this Stock Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the this Stock Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. Stock. View More
Nature of Grant. By In accepting the Option, Award of Restricted Stock, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option Award of Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grants Awards of options, Restricted Stock,... or benefits in lieu of options, Restricted Stock, even if options have Restricted Stock has been granted in the past; (c) (b) all decisions with respect to future Option Awards of Restricted Stock or other grants, awards, if any, will be at the sole discretion of the Company; (d) (c) the Option Award of Restricted Stock and the grant of Shares subject to the Award of Restricted Stock are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of 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) contract, if any; -4- (d) Participant is voluntarily participating in the Plan; 4 (f) (e) the Option and any Shares acquired under the Plan are Restricted Stock is not intended to replace any pension rights or compensation; (g) (f) the Option and any Shares acquired under the Plan Restricted Stock, and the income and value of same, are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary or affiliate of the Company; (g) the future value of the Shares underlying the Option Restricted 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, (h) the value of such the Shares acquired upon vesting of the Restricted Stock may increase or decrease in value, even below value; (i) in consideration of the Exercise Price; (k) Award of Restricted Stock, no claim or entitlement to compensation or damages will shall arise from forfeiture termination of the Option Restricted Stock or diminution in value of the Restricted Stock resulting from Participant ceasing to provide employment or other services to be a Service Provider of 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 Participant is employed or the terms of your employment Participant's service agreement, if any), and in consideration of the grant of the Option Restricted Stock 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 or any other Subsidiary or affiliate of the Company from any such claim; claim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in accepting the Plan, Award of Restricted Stock, Participant will shall be deemed irrevocably to have agreed not waived Participant's entitlement to pursue such claim claim; (j) Participant's relationship as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company, the Employer or one of the other Subsidiaries or affiliates of the Company (regardless of the reason for such termination and agrees whether or not later to execute any be found invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's service agreement, if any), and all documents necessary unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant's right to request dismissal or withdrawal vest in the Restricted Stock under the Plan, if any, will terminate as of such claim; (l) date and will not be extended by any notice period (e.g., Participant's relationship as a Service Provider 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 providing services or the terms of Participant's service agreement, if any); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock (including whether Participant may still be considered to be providing services while on a leave of absence); -5- (k) unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Stock and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Restricted Stock or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; shares 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 (l) neither the Company, the Employer nor any Parent other Subsidiary or Subsidiary will affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option Restricted Stock or of any amounts due to Participant pursuant to the exercise settlement of the Option Restricted Stock or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By accepting participating in the Option, Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan; (b) the grant of the Option Units 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, Units, even if options Units have been granted in the past; (c) all decisions with respect to future Option or other grants, grants of Units, if any, will be at the sole discretion of the Company; Administrator; (d) the Option grant of the Units and the Participant's participation in the Plan will shall not create be interpreted to form a contractual or other relationship with the Company or its Affiliates; further, the award of Units hereunder shall not confer upon the Participant any right to employment continued service as a director of the Company and this Agreement shall not be construed in any way to limit the rights of the Company or be interpreted as forming an employment or service contract with its shareholders pursuant to the Company, organizational documents of the Employer or any Parent or Subsidiary; Company and applicable law; 6-Rev. 12.2019 (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option future value of the underlying shares of Stock is unknown, indeterminable and any Shares acquired under cannot be predicted with certainty; (g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Plan are not intended to replace any pension rights or compensation; (g) Units resulting from the Option termination of the service relationship; and any Shares acquired under (h) the Plan following provisions apply only if the Participant is resident outside the United States: (A) the Units, the underlying shares of Stock, and the income and value of same, same are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, purpose; 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 (B) the Company or the Employer (for any reason whatsoever, whether or shall 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 the Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option Units or of any amounts amount due to the Participant pursuant to the exercise settlement of the Option Units or the subsequent sale of any Shares shares of Stock acquired upon exercise. settlement. View More
Nature of Grant. By In accepting this Stock Option, the Option, Participant Optionee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, Company and 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 this Stock Option is voluntary and occasional and does not create any contractual or other right to receive future grants of stock options, ...or benefits in lieu of stock options, even if stock options have been granted in the past; 5 (c) all decisions with respect to future Option stock option or other grants, if any, will be at the sole discretion of the Company; (d) the this Stock Option grant and Participant's the Optionee'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, Company; (e) the Employer or any Parent or Subsidiary; (e) Participant Optionee is voluntarily participating in the Plan; 4 (f) the this Stock Option and any Option Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the this Stock Option and any Option Shares acquired under the Plan Plan, 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 future value of the this Option Shares underlying the Stock Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Option Shares do not increase in value, the this Stock Option will have no value; (j) if Participant the Optionee exercises the this Stock Option and acquires Option Shares, the value of such Option Shares may increase or decrease in value, even below the Option Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Stock Option resulting from Participant ceasing to provide the termination of the Optionee's employment or other services to the Company or the Employer relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Optionee is employed or the terms of your the Optionee's employment agreement, if any), and in consideration of the grant of the this Stock Option to which Participant the Optionee is otherwise not entitled, Participant the Optionee irrevocably agrees never to institute any claim against the Company, Employer, the Company or any Parent or Subsidiary or the Employer, of its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Employer, the Company and the Employer its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (l) unless otherwise provided in the Plan or by the Company in its discretion, the this Stock Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the this Stock Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. Stock. View More
Nature of Grant. By In accepting the Option, grant, the Participant acknowledges, understands and agrees that: (a) the 2015 French Restricted Share Unit 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 Board at any time, time except that a modification which could impact on the participant's rights or entitlements would be subject to the extent permitted by the Plan; French legal requirements; (b) the gra...nt of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs (whether on the same or different terms), or benefits in lieu of options, RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option grants of RSUs or other grants, if any, will be at the sole discretion of the Company; Committee, including, but not limited to, the form and timing of the 12 grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant; (d) the Option RSU grant and the Participant's participation in the 2015 French Restricted Share Unit Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent Constituent Company and shall not interfere with the ability of the Company, or Subsidiary; Constituent Company, as applicable, to terminate Participant's employment or service relationship; (e) the Participant is voluntarily participating in the 2015 French Restricted Share Unit Plan; 4 (f) Shares will be issued to the Option Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period; (g) the RSUs and the Shares acquired under subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) (h) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value thereof, are an extraordinary item of same, are compensation outside the scope of the Participant's employment (and employment contract, if any) and is 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) (i) the future value of the Shares underlying 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) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSUs resulting from the Participant ceasing to provide employment be employed or other otherwise providing 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) Constituent Company; (k) unless otherwise provided herein, in the 2015 French Restricted Share Unit 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; Shares of the Company; and (m) (l) if the following provisions apply only if Participant resides or is providing services employed outside the United States: (i) States, the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer Company nor any Parent or Subsidiary will Constituent Company shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. 13 9. No Rights of a Shareholder. The Participant shall not have any rights as a shareholder of the Company until the Shares in question have been registered in the Company's register of shareholders. View More
