Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (
...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
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Nature of Grant. By
accepting purchasing the
Option, Shares, Participant acknowledges, understands and agrees that:
(a) 7.1 the Plan is established voluntarily by
the Company, Cray, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by
the Company Cray at any time, to the extent permitted by the Plan;
(b) 7.2 the grant of the
Option right to purchase the Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of
op...tions, rights to purchase Shares, or benefits in lieu of options, rights to purchase Shares, even if options rights to purchase Shares have been granted in the past; (c) 7.3 all decisions with respect to future Option rights to purchase Shares or other grants, if any, will be at the sole discretion of Cray; 7.4 the Company; (d) grant of the Option grant right to purchase Shares and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service services contract with the Company, Cray, the Employer or any Parent or Subsidiary; (e) Subsidiary of Cray; 7.5 Participant is voluntarily participating in the Plan; 4 (f) 7.6 the Option right to purchase the Shares and any the Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) 7.7 the Option right to purchase the Shares and any Shares acquired under the Plan 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) 7.8 the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) 7.9 no claim or entitlement to compensation or damages will arise from forfeiture or repurchase of the Option Shares 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 right to purchase the Shares to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, Cray, or any Parent or Subsidiary of Cray or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, Cray, any Parent or Subsidiary of Cray 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) 7.10 unless otherwise provided in the Plan or by the Company Cray in its discretion, the Option right to purchase the Shares and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option right to purchase the Shares, the 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 Corporate Transaction affecting the Shares; and (m) 7.11 the following provisions apply only if Participant is providing services outside the United States: (i) the Option right to purchase the Shares 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, Cray, the Employer nor any Parent or Subsidiary of Cray 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 Shares or of any amounts due to Participant pursuant to the exercise purchase of the Option Shares or the subsequent sale of any Shares acquired upon exercise. Shares.
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Nature of Grant. By accepting the
Option, Restricted Stock Units, Participant acknowledges,
understands understands, and agrees that:
(a) the 2 (a)the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the (b)the grant of the
Option Restricted Stock Units is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future gra
...nts of options, restricted stock units, or benefits in lieu of options, restricted stock units, even if options restricted stock units have been granted in the past; (c) all (c)all decisions with respect to future Option restricted stock unit or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant (d)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 (e)the future value of the Shares underlying the Option Restricted Stock Units 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 (f)no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach termination 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 Participant's status as 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 Director; (g)unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) (h)neither the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer Company nor any Parent or other Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant pursuant to the exercise of the Option Restricted Stock Units or the subsequent sale of any Shares acquired upon exercise. subject to the Restricted Stock Units.
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Nature of Grant.
By In accepting the
Option, Restricted Stock Units, Participant
acknowledges, understands and agrees acknowledges that: (a)
the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Restricted Stock ...Units, or benefits in lieu of options, Restricted Stock Units even if options Restricted Stock Units have been granted repeatedly in the past; (c) (b) all decisions with respect to future Option or other grants, awards of Restricted Stock Units, 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) (c) the future value of the underlying Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (d) in consideration of 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 award of such Shares may increase or decrease in value, even below the Exercise Price; (k) Restricted Stock Units, no claim or entitlement to compensation or damages will shall arise from forfeiture termination of the Option Restricted Stock Units or any diminution in value of the Restricted Stock Units or Shares received when the Restricted Stock Units are earned resulting from Participant ceasing to provide the Participant's termination of employment or other services to by the Company or the Employer any Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of local employment laws laws), and Participant irrevocably releases the Company and/or the Affiliate from any such claim that may arise; (e) in the jurisdiction where you are employed event of involuntary termination of Participant's employment (whether or not in breach of local employment laws), Participant's right to receive Restricted Stock Units and vesting under the terms of your employment agreement, Plan, if any), and in consideration any, will terminate effective as of the grant date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law or contract, and the Company shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of the Option to which Restricted Stock Units; (f) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant's participation in the Plan, or Participant's acquisition or sale of the underlying Shares; and (g) Participant is otherwise not entitled, Participant irrevocably agrees never hereby advised to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives consult with his or her ability, if any, to bring any such claim, own personal tax, legal 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 financial advisors regarding Participant's participation in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create before taking 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 action related 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. Plan.
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Nature of Grant.
By In accepting
the Option, Participant acknowledges, understands and agrees this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended,
A-1 suspended or terminated by the Company at any time,
to unless otherwise provided in the
extent permitted by the Plan; Plan and this Agreement; (b) the grant of
the Option PSUs is voluntary and occasional and does not create any contractual or other right to
...receive future grants of options, PSUs, or benefits in lieu of options, such grants even if options PSUs have been granted repeatedly in the past; (c) all decisions with respect to future Option or other PSU grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) (e) the Option and grant of PSUs is an extraordinary item that does not constitute compensation of any Shares acquired under the Plan are not intended to replace kind for services of 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 kind rendered 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 Employer, and which is outside the jurisdiction where you are employed or the terms scope of your employment agreement, contract, if any), and in consideration of any; (f) 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 PSUs are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and agrees that neither (g) 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 future value of the Option or shares of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. Common Stock issuable under this Agreement is unknown and cannot be predicted with certainty.
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands and agrees that: grant of this Award, you acknowledge: (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 otherwise provided in the
extent permitted by the Plan; Plan and this Agreement; (b) the grant of the
Option Restricted Stock Units is voluntary and occasional and does not create any contractu
...al or other right to receive future grants of options, Restricted Stock Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to any such future Option or other Restricted Stock Units grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will shall not create a right to further employment or be interpreted as forming an employment or service contract with your employer ("the Employer") and shall not interfere with the Company, ability of the Employer to terminate your employment relationship at any time with or any Parent or Subsidiary; without cause; (e) Participant is voluntarily participating your participation in the Plan; 4 Plan is voluntary; (f) the Option Restricted Stock Units and any Shares acquired under the Plan shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; an extraordinary item of compensation which is outside the scope of your employment contract, if any; (g) the Option and any Shares acquired under the Plan Restricted Stock Units and the income and value shares of same, Common Stock subject to the Restricted Stock Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any subsidiary or affiliate of the Company; (h) the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; (i) in the event of termination of your employment (whether or not in breach of local labor laws), your right, if any, to vest in the Restricted Stock Units under the Plan will terminate effective as of the date you are no longer actively employed regardless of any reasonable notice period mandated under local law; the Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Restricted Stock Units grant; 3 (j) the Restricted Stock Units have been granted to you in your status as an employee of the Employer, and, in the event the Employer is not the Company, the Restricted Stock Units grant can in no event be understood or interpreted to mean the Company is your employer or that you have an employment relationship with the Company; and furthermore, the Restricted Stock Units grant will not be interpreted to form an employment contract with the Employer or the Company; (k) the future value of the Shares underlying shares of Common Stock subject to the Option Restricted Stock Units is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if and (l) in consideration of the underlying Shares do not increase in value, grant of the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) Restricted Stock Units, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from Participant ceasing to provide termination of your employment or other services to 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 local labor laws) or diminution in value of the jurisdiction where you are employed Restricted Stock Units or the terms shares of your employment agreement, if any), Common Stock subject to the Restricted Stock Units for any reason whatsoever, and in consideration of you irrevocably release the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Company and the Employer from any such claim; claim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in the Plan, Participant you will be deemed irrevocably to have agreed not waived your entitlement to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. claim.
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Nature of Grant.
By In accepting
the Option, Participant acknowledges, understands and agrees this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time,
to unless otherwise provided in the
extent permitted by the Plan; Plan and this Agreement; (b) the grant of
the Option Restricted Stock Units is voluntary and occasional and does not create any contractual or o
...ther right to receive future grants of options, Restricted Stock Units, or benefits in lieu of options, such grants even if options Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future Option or other Restricted Stock Unit grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) (e) the Option and grant of Restricted Stock Units is an extraordinary item that does not constitute compensation of any Shares acquired under the Plan are not intended to replace kind for services of 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 kind rendered 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 Employer, and which is outside the jurisdiction where you are employed or the terms scope of your employment agreement, contract, if any), and in consideration of any; (f) 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 Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and agrees that neither (g) 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 future value of the Option or shares of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. Common Stock issuable under this Agreement is unknown and cannot be predicted with certainty.
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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, it is discretionary in nature, and may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of
the this Stock Option is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
stock options, or benefi
...ts 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 Option grant and Participant's participation Optionee is voluntarily participating in the Plan will Plan; (e) if the Optionee is not create a right to employment or employed by the Company, the grant of this Stock Option shall not 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 Company; (f) the this Stock Option and any Shares acquired under the Plan shares of Stock subject to this Stock Option, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) unless otherwise agreed with the Company, this Stock Option and any Shares acquired under the Plan shares of Stock subject to this Stock Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of an Affiliate; (h) this Stock Option and the shares of Stock subject to this Stock Option, and the income from and value of same, are not part of normal or expected compensation for purposes of of, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday-pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) 7 (i) the future value of the Shares underlying the shares of Stock subject to this Stock Option is unknown, indeterminable, and cannot be predicted with certainty; (i) (j) if the underlying Shares shares of Stock subject to this Stock Option do not increase in value, the this Stock Option will have no value; (j) (k) if Participant the Optionee exercises the this Stock Option and acquires Shares, shares of Stock, the value of such Shares shares may increase or decrease in value, even below the Option Exercise Price; (k) (l) 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 (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are the Optionee is employed or the terms of your the Optionee's 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) any); (m) 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; shares of Stock; and (m) (n) if the following provisions apply only if Participant is providing services Optionee resides and/or works in a country outside the United States: States, the following shall apply: (i) the this Stock Option and the Shares any shares of Stock subject to this Stock Option, and 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 neither the Company, the Employer nor any Parent or Subsidiary will other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's the Optionee's local currency and the United States Dollar that may affect the value of the this Stock Option or of any amounts due to Participant the Optionee pursuant to the exercise of the this Stock Option or the subsequent sale of any Shares shares of Stock acquired upon exercise.
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Nature of Grant.
By In accepting the
Option, Performance Share Units, Participant
acknowledges, understands and agrees acknowledges that: (a)
the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Performance Sha...re Units, or benefits in lieu of options, Performance Share Units even if options Performance Share Units have been granted repeatedly in the past; (c) (b) all decisions with respect to future Option or other grants, awards of Performance Share Units, 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) (c) the future value of the underlying Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (d) in consideration of 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 award of such Shares may increase or decrease in value, even below the Exercise Price; (k) Performance Share Units, no claim or entitlement to compensation or damages will shall arise from forfeiture termination of the Option Performance Share Units or any diminution in value of the Performance Share Units or Shares received when the Performance Share Units are earned resulting from Participant ceasing to provide the Participant's termination of employment or other services to by the Company or the Employer any Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of local employment laws laws), and Participant irrevocably releases the Company and/or the Affiliate from any such claim that may arise; (e) in the jurisdiction where you are employed event of involuntary termination of Participant's employment (whether or not in breach of 9Form of TSR PSU Award Agreement (approved May 6, 2018) local employment laws), Participant's right to receive Performance Share Units and vesting under the terms of your employment agreement, Plan, if any), and in consideration any, will terminate effective as of the grant date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law or contract, and the Company shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of the Option to which Performance Share Units; (f) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant's participation in the Plan, or Participant's acquisition or sale of the underlying Shares; and (g) Participant is otherwise not entitled, Participant irrevocably agrees never hereby advised to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives consult with his or her ability, if any, to bring any such claim, own personal tax, legal 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 financial advisors regarding Participant's participation in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create before taking 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 action related 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. Plan.
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Nature of Grant.
By In accepting
this Stock Option, the
Option, Participant Optionee acknowledges, understands and agrees that:
(a) the (a)the Plan is established voluntarily by the Company, it is discretionary in nature, and may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the 6 ACTIVE/72153934.3 (b)the grant of
the this Stock Option is
exceptional, 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 (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 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)the Optionee is voluntarily participating in the Plan; 4 (f) the (e)this Stock Option and any the Shares acquired under subject to this Stock Option, and the Plan income from and value of same, are not intended to replace any pension rights or compensation; (g) (f)unless otherwise agreed with the Company, this Stock Option and any Shares acquired under the Plan shares of Stock subject to this Stock Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of a Subsidiary; (g)this Stock Option and the Shares subject to this Stock Option, and the income from and value of same, are not part of normal or expected compensation for purposes of of, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday-pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the (h)the future value of the Shares underlying the subject to this Stock Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if (i)if the underlying Shares subject to this Stock Option do not increase in value, the this Stock Option will have no value; (j) if Participant (j)if the Optionee exercises the this Stock Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Option Exercise Price; (k) no (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 (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are the Optionee is employed or the terms of your the Optionee's 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 any); (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; shares of Stock; and (m) (m)if the following provisions apply only if Participant is providing services Optionee resides and/or works in a country outside the United States: (i) States, the following shall apply: 7 ACTIVE/72153934.3 (i)this Stock Option and the Shares any shares of Stock subject to this Stock Option, and 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 neither (ii)neither the Company, the Employer nor any Parent or other Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's the Optionee's local currency and the United States Dollar that may affect the value of the this Stock Option or of any amounts due to Participant the Optionee pursuant to the exercise of the this Stock Option or the subsequent sale of any Shares shares of Stock acquired upon exercise.
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Nature of Grant.
By In accepting
the Option, this Award of Restricted Stock Units, Participant acknowledges, understands and agrees that: (a) the
Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Restricted Stock... Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted in the past; (c) (b) all decisions with respect to future Option Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Administrator; (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (f) the future value of the Shares underlying the Option Restricted Stock Units is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture predicted; (g) for purposes of the Option resulting from Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant ceasing to provide employment or other is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and unless otherwise expressly provided in consideration this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the grant Administrator, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will -5- not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the Option to which jurisdiction where Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary a Service Provider or the Employer, waives his terms of Participant's employment or her ability, service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to bring any such claim, determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and releases the Company, any Parent or Subsidiary consistent with local law); 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 Administrator in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that 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. Shares.
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