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, 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 Shares acquired under subject to the Plan Restricted Stock Units, and the income and value of same, are not intended to replace any pension rights or compensation; (g) (f) the Option Award of 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) (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; Common Stock; (i) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary or affiliate of the Company; and (j) the following provisions apply only if Participant exercises is providing services outside the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) 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 this grant, you acknowledge, understand and agree that, except as provided in the Option, Participant acknowledges, understands and agrees that: (a) Change in Control Agreement:(a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company at any time, to unless expressly provided otherwise in the extent permitted by Plan or the Plan; Agreement; (b) the grant of the Option Performa...nce Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Performance Shares, or benefits in lieu of options, Performance Shares, even if options Performance Shares have been granted repeatedly in the past; (c) all decisions with respect to future Option or other grants, grants of Performance Shares, if any, will be at the sole discretion of the Company; (d) your participation in the Option grant and Participant's Plan is voluntary; (e) your participation in the Plan will not create a right to employment with the Company or be interpreted as forming an employment or service contract the Employer and will not interfere with the ability of the Company, the Employer or any Parent subsidiary or Subsidiary; (e) Participant affiliate to terminate your employment or service relationship at any time; (f) if you are employed by a non-U.S. entity and provide services outside the U.S., the Performance Shares are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to your Employer, and they are outside the scope of your employment or service contract, if any, with your Employer; (g) the grant of the Performance Shares 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) (h) the Option and any grant of the Performance Shares acquired under the Plan and the income and value of same, are is 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 payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (i) the grant of the Performance Shares and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company, the Employer or any subsidiary or affiliate of the Company; (j) the future value of the Performance Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Performance Shares resulting from Participant ceasing to provide termination of your employment or other services to service relationship by 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 employed or the terms of your employment agreement, if any), and and, in consideration of the grant of the Option Performance Shares, to which Participant is you otherwise are not entitled, Participant you irrevocably agrees never agree, if applicable, to institute any claim against execute 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 Release, as defined 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 Change in Control Agreement; (l) the grant of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option Performance Shares and the benefits evidenced by this Option Agreement do under the Plan, if any, will not create any entitlement automatically transfer to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out in the case of a merger, takeover, or substituted for, in connection with any corporate transaction affecting the Shares; and transfer of liability; (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 subsidiary or Subsidiary will affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option Performance Shares or of any amounts payments due to Participant you pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. the vesting of the Performance Shares; and (n) this award and any other award(s) granted under the Plan on the Grant Date are intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or another Employer under the Plan to grant you the Performance Shares or other rights to common stock of the Company. By signing this Agreement, you accept such awards, along with all prior awards received by you, in full satisfaction of any such agreement, obligation or promise. 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 12 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 ...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 (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 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 13 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. 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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 12 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 ...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 (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 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) 13 (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. 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Nature of Grant. By In accepting the Option, Award, Participant acknowledges, understands and agrees that: (a) that:(a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) 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, Restr...icted Stock Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted awarded in the past; (c) all (c)all decisions with respect to future Option Restricted Stock Units or other grants, awards, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant (d)Participant is voluntarily participating in the Plan; 4 (f) (e)the Award of Restricted Stock Units and the Option cash or Shares issuable thereunder, including the value of dividends, distributions and any Shares acquired under the Plan future proceeds, are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan (f)the Award of Restricted Stock Units and the income and cash or Shares issuable thereunder, including the value of same, dividends, distributions and future 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) the (g)the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if (h)unless otherwise provided in the underlying Shares Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not increase create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in value, connection with any corporate transaction affecting the Option will have no value; (j) if Participant exercises Common Stock; (i)unless otherwise agreed with the Option Company, the Restricted Stock Units and acquires Shares, the cash or Shares issuable thereunder, including the value of such Shares dividends, distributions and future 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) no 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 (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 accepting participating in the Option, Participant acknowledges, understands Plan, you acknowledge, understand and agrees agree that: (a) the –Rev 12.20216 (a)the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan; (b) the (b)the grant of the Option Units is exceptional, voluntary and occasional and does not create any contractu...al 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 (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; (d) Administrator; (d)the grant of the Option grant Units and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or Affiliate and shall not interfere with the ability of the Company, the Employer or any Parent Affiliate, as applicable, to terminate your employment or Subsidiary; (e) Participant is service relationship (if any); (e)you are voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan (f)the Units are not intended to replace any pension rights or compensation; (g) (g)the Units, the Option and any Shares acquired under the Plan underlying Shares, 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, holiday pay, pension or retirement or welfare benefits or similar payments; (h) the (h)the future value of the Shares underlying the Option shares of Stock is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no (i)no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Units resulting from Participant ceasing to provide the termination of your employment or other services to the Company or the Employer service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is any); (j)unless otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by with the Company in its discretion, writing, the Option Units, the underlying shares of Stock and the benefits evidenced income from and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of an Affiliate; (k)for purposes of the Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, your right to vest in the Units under this Option Agreement do Agreement, if any, will terminate as of such date and will not create be extended by any entitlement to notice period (e.g., your 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 you are employed or the terms of your employment agreement, if any); the Administrator shall have the Option or any such benefits transferred to, or assumed by, another company nor exclusive discretion to determine when you are no longer actively providing –Rev 12.20217 services for purposes of the Unit grant (including whether you may still be considered to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; providing services while on an approved leave of absence); and (m) the (l)the following provisions apply only if Participant is you are providing services outside the United States: (i) (A) the Option Units, the underlying shares of Stock, and the Shares subject to the Option income from and value of same are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that (B) neither the Company, the Employer nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar U.S. dollar that may affect the value of the Option Units or of any amounts amount due to Participant you pursuant to the exercise settlement of the Option Units or the subsequent sale of any Shares shares of Stock acquired upon exercise. settlement. 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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; (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, Participant acknowledges, understands grant, you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option Performance Award is voluntary and occasional and does not create any contractual or other right to receive future grants of options..., Performance Awards, or benefits in lieu of options, Performance Awards, even if options Performance Awards have been granted in the past; (c) all decisions with respect to future Option Performance Award or other grants, if any, will be at the sole discretion of the Company; (d) the Option Performance Award grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer or any Parent Affiliate and shall not interfere with the ability of the Company, the Employer or Subsidiary; any Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option Performance Award and any Shares acquired the cash payable under the Plan Award are not intended to replace any pension rights or compensation; (g) the Option Performance Award and any Shares acquired the cash payable under the Plan and the income and value of same, Award, 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 shall arise from forfeiture of the Option Performance Award resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Continuous Service (for any reason whatsoever, 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 Performance Award to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, any Parent or Subsidiary of its Affiliates or the Employer, waives his or her waive your ability, if any, to bring any such claim, and releases release the Company, any Parent or Subsidiary its Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) (i) in the event of termination of your Continuous Service (for any reason whatsoever, whether or not later to be found invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, your right to vest in the Performance Award under the Plan, if any, will terminate effective as of the date that you are no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Board or the chief executive officer shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Performance Award grant; (j) unless otherwise provided in the Plan or by the Company in its discretion, the Option Performance Cash Award and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Performance Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Company; and (m) (k) the following provisions apply only if Participant is you are providing services outside the United States: (i) the Option Performance Award and the Shares subject to the Option payable under this Award are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges you acknowledge and agrees agree that neither the Company, the Employer nor any Parent or Subsidiary will Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar U.S. dollar that may affect the value of the Option Performance Cash Award or of any amounts due to Participant you pursuant to the exercise settlement of the Option or the subsequent sale of any Shares acquired upon exercise. Performance Cash Award. View More
Nature of Grant. By In accepting the Option, Participant acknowledges, understands and agrees award of Options, Optionee acknowledges 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, to unless otherwise provided in the extent permitted by the Plan; Plan and this Agreement. 10 (b) the The grant of the Option Options is voluntary and occasional a one-time benefit and does not ...create any contractual or other right to receive future grants of options, an award or benefits in lieu of options, even if options have been granted an award in the past; (c) all decisions with respect to future; future Option 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 Company. (c) The Optionee is voluntarily participating in the Plan; 4 (f) Plan. (d) An Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Option Employer, and any Shares acquired under which is outside 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 scope of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) Optionee's employment contract, 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 any. (e) The Options are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and agrees that neither in no event should be considered as compensation for, or relating in any way to, past services for the Company, Company or the Employer Employer. (f) The Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Options will not be interpreted to form an employment contract with any Subsidiary. (g) This Agreement shall not confer upon the Optionee any right to continuation of employment by the Employer, nor shall this Agreement interfere in any Parent or Subsidiary will way with the Employer's right to terminate the Optionee's employment at any time, as may be liable for any foreign exchange rate fluctuation between Participant's permitted under local currency law. (h) The future value of the underlying Shares is unknown and the United States Dollar that may affect cannot be predicted with certainty; if the value of the Shares does not increase after the time of grant, this Option will have no value. (i) If the Options vest and the Optionee obtains Shares, the value of those Shares acquired may increase or decrease in value. (j) In consideration of any amounts due the grant of the Options, no claim or entitlement to Participant pursuant to compensation or damages shall arise from termination of the Options or diminution in value of the Options or Shares acquired upon exercise of the Option resulting from termination of the Optionee's employment (for any reason whatsoever and whether or not in breach of local labor laws) and the subsequent sale Optionee irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Option, the Optionee will be deemed irrevocably to have waived the Optionee's entitlement to pursue such claim. (k) In the event of involuntary termination of Optionee's employment (whether or not in breach of local labor laws), Optionee's right to receive Options and vest under the Plan, if any, will terminate effective as of the date that Optionee is no longer actively employed and will not be extended by any Shares acquired upon exercise. notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Optionee's right to exercise Options and vesting in Options after termination of employment, if any will be measured by the date of termination of Optionee's active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the award of the Options. 11 (l) The Options and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability. 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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 grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant;12 (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. 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