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 the
Option, Restricted Shares, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Restricted Shares is
voluntary exceptional, voluntary, and
occasional occasional, and does not create any contractual or other right to receive future grants
... of options, Restricted Shares, or benefits in lieu of options, Restricted Shares, even if options Restricted Shares have been granted in the past; (c) all decisions with respect to future Option Restricted Shares or other grants, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating in the Option grant Plan; (e) the Restricted Shares and Participant's participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, Company or the Employer and will not interfere with the ability of the Company or any Parent the Employer, as applicable, to terminate Participant's employment or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 service relationship (if any); (f) the Option Restricted Shares and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any Restricted Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement retirement, or welfare benefits or similar payments; (h) unless otherwise agreed with the Company, the Restricted Shares 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 Parent, Subsidiary, or Affiliate; (i) the future value of the underlying 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 Restricted Shares and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction Corporate Transaction affecting the Shares; and (m) (k) the following provisions apply only if Participant is providing services outside the United States: (i) the Option Restricted Shares and the Shares subject to the Option Restricted Shares are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary or Affiliate 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 Restricted Shares or of any amounts due to Participant pursuant to the exercise u of the Option Restricted Shares or the subsequent sale of any Shares acquired upon exercise. Shares.
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Nature of Grant.
By This provision supplements Section 19 of the Restricted Stock Unit Agreement: In accepting the
Option, grant of the RSUs, the 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 fu...ture 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 RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent or Subsidiary; (e) Participant is voluntarily participating in Affiliate; (b) the Plan; 4 (f) RSUs and the Option Shares subject to the RSUs, and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) (c) unless otherwise agreed with the Option Company, the RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not part granted as consideration for, or in connection with, the service the Participant may provide as a director of normal or expected compensation an Affiliate; 2 Appendix B - 3 (d) 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 RSUs, the Shares underlying Termination Date shall be the Option date the Participant 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 longer actively providing services to the Company or its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, the Participant's right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the grant Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option RSUs grant (including whether the Participant may still be considered 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 be providing services while on a court leave 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) absence); (e) unless otherwise provided in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Company's Common Stock; 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 (f) neither the Company, the Employer Company nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option RSUs or of any amounts due to the 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, RSUs, 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 RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, restricted stock units, or benefits in lieu of
options, restricted... stock units, even if options restricted stock units have been granted in the past; (c) all decisions with respect to future Option restricted stock units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) (e) the Option RSUs and any the Shares acquired under allocated to the Plan RSUs are not intended to replace any pension rights or compensation; (g) compensation and are outside the Option scope of Participant's employment contract, if any; 3 (f) the RSUs and any the Shares acquired under allocated to the Plan RSUs , and the income and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end-of- service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) (g) unless otherwise provided in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) (h) no entity in the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will Company Group shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar or the selection by the Company or any member of the Company Group in its sole discretion of an applicable foreign exchange rate that may affect the value of the Option RSUs (or the calculation of income or Tax-Related Items thereunder) or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any the Shares acquired upon exercise. allocated to the RSUs.
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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; time; (b) the grant of the
Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, RSUs,... or benefits in lieu of options, RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option or other RSU grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will not create a right to further employment or be interpreted as forming an employment or service contract with the Company, Company or the Employer and will not interfere with the ability of the Company or the Employer to terminate your employment relationship at any Parent or Subsidiary; time; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the value and income of such RSUs and Shares, are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan RSUs and the Shares subject to the RSUs, and the value and income of such RSUs and value of same, Shares, are not part of normal or expected compensation or salary for purposes of 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; 3 (h) the RSU grant and your participation in the Plan will not be interpreted to form an employment contract or other service relationship with the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates; (i) the future value of the underlying 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 arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your status as a Service Provider (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), Applicable Laws), and in consideration of the grant of the Option RSUs to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, the Employer, any Parent or Subsidiary any of their respective Parents, Subsidiaries or the Employer, waives his or her Affiliates, waive your ability, if any, to bring any such claim, and releases claim against the Company, any Parent or Subsidiary and the Employer or any of their respective Parents, Subsidiaries or Affiliates, and release the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates 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 you will be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary necessary, or reasonably requested by the Company, to request dismissal or withdrawal of such claim; (l) unless otherwise provided claims; (k) in the Plan event of termination of your status as a Service Provider (for any reason whatsoever and whether or not in breach of Applicable Laws), your right to vest in the RSUs under the Plan, if any, will terminate effective as of the date that you are no longer actively employed or providing services and will not be extended by any notice period mandated under applicable local laws (e.g., active employment or service would not include a period of "garden leave" or similar period pursuant to Applicable Laws); the Company in its discretion, Administrator will have the Option exclusive discretion to determine when you are no longer actively employed or providing services for purposes of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence); (l) the RSUs and the benefits evidenced by this Option Agreement do under the Plan, if any, will not create any entitlement automatically transfer to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out in the case of a merger of the Company with or substituted for, in connection with any corporate transaction affecting into another company or the Shares; sale of substantially all of the assets of the Company; and (m) the following provisions apply only if Participant is you are providing services outside the United States: (i) (1) the Option RSUs and the Shares subject to the Option RSUs, and the value and income of same, are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither (2) none of the Company, the Employer nor Employer, or any Parent of their respective Parents, Subsidiaries or Subsidiary Affiliates will be liable for any foreign exchange rate fluctuation between Participant's any local currency and the United States Dollar that may affect the value of the Option or of RSUs, any amounts due to Participant you pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. 4 8. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
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Nature of Grant.
By This provision supplements Section 20 of the Restricted Stock Unit Agreement: In accepting the
Option, grant of the RSUs, the 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 fu...ture 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 RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent or Subsidiary; (e) Participant is voluntarily participating in Affiliate; (b) the Plan; 4 (f) RSUs and the Option Shares subject to the RSUs, and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) (c) unless otherwise agreed with the Option Company, the RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not part granted as consideration for, or in connection with, the service the Participant may provide as a director of normal or expected compensation an Affiliate; Appendix B - 3 (d) 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 RSUs, the Shares underlying Termination Date shall be the Option date the Participant 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 longer actively providing services to the Company or its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, the Participant's right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the grant Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option RSU grant (including whether the Participant may still be considered 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 be providing services while on a court leave 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) absence); (e) unless otherwise provided in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Company's Common Stock; 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 (f) neither the Company, the Employer Company nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option RSUs or of any amounts due to the 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 This provision supplements Section 19 of the Restricted Stock Unit Agreement: In accepting the
Option, grant of the RSUs, the 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 fu...ture 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 RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent or Subsidiary; (e) Participant is voluntarily participating in Affiliate; (b) the Plan; 4 (f) RSUs and the Option Shares subject to the RSUs, and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) (c) unless otherwise agreed with the Option Company, the RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not part granted as consideration for, or in connection with, the service the Participant may provide as a director of normal or expected compensation an Affiliate. Appendix B - 3 (d) 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 RSUs, the Shares underlying Termination Date shall be the Option date the Participant 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 longer actively providing services to the Company or its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, the Participant's right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the grant Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option RSUs grant (including whether the Participant may still be considered 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 be providing services while on a court leave 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) absence); (e) unless otherwise provided in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Company's Common Stock; 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 (f) neither the Company, the Employer Company nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option RSUs or of any amounts due to the 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
accepting participating in the
Option, Participant acknowledges, understands Plan, you acknowledge, understand and
agrees agree that:
(a) the (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 voluntary and occasional and does not create any contractual or other right to receiv
...e future grants of options, or benefits in lieu of options, Units, even if options Units have been granted in the past; (c) all –Rev 1.20166 (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) the Option Administrator; (d)the Unit 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 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, 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 Units to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any such 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) unless (j)unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option Units, the underlying shares of Stock and the benefits evidenced income 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 –Rev 1.20167 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 Committee 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 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 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
accepting participating in the
Option, Participant acknowledges, understands Plan, you acknowledge, understand and
agrees agree that:
(a) the (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 voluntary and occasional and does not create any contractual or other right to receiv
...e 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) the Option Administrator; (d)the Unit 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 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 –Rev 1.20177 (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, 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 Units to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any such 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) unless (j)unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option Units, the underlying shares of Stock and the benefits evidenced income 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 Committee 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 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 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 –Rev 1.20178 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, Participant Award, the Grantee acknowledges, understands and agrees that:
4 (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 Award 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; grants; (c) all decisions with respect to future Option Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant Award and Participant's the Grantee's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, Company; (e) the Employer or any Parent or Subsidiary; (e) Participant Grantee is voluntarily participating in the Plan; 4 (f) the Option Award and any Shares shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option Award and any Shares shares of Stock acquired under the Plan Plan, and the income and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (h) the future value of the Shares shares of Stock underlying the Option Award is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Award resulting from Participant ceasing to provide the termination of the Grantee's employment or other services to the Company or the Employer relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of the Option 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); (j) unless otherwise provided in the Plan or by the Company in its discretion, the Option Award and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option 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's Stock; 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 (k) neither the Company, Employer, the Employer Company nor any Parent or other Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's the Grantee's local currency and the United States Dollar that may affect the value of the Option Award or of any amounts due to Participant the Grantee pursuant to the exercise settlement of the Option Award 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, Awards, the Participant acknowledges, understands and agrees that:
9 (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; time; (b) the grant of the
Option Awards is
exceptional, voluntary and occasional and does not create any contractual or other right to receive
any future
grants of options, awards, or benefits in lieu of
op...tions, awards, even if options awards have been granted in the past; (c) all decisions with respect to future Option or other grants, awards, if any, will be at the sole discretion of the Company; (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 and Awards, any Shares shares of Common Stock acquired under the Plan and the income from and value of same, are not intended to replace any pension rights or compensation; (g) (f) the Option and Awards, any Shares shares of Common Stock acquired under the Plan and the income from and value of same, are not part of normal or expected compensation or salary for purposes of any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-service dismissal end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) unless otherwise agreed with the Company in writing, the Awards and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not granted in consideration for, or in connection with, the service the Participant may provide as an officer or director of a Subsidiary; (h) the future value of the Shares underlying the Option shares of Common Stock is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if 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 Participant's Awards resulting from Participant's Termination (for any reason whatsoever and whether or not in breach of local labor laws); (j) for purposes of the Awards, a Termination will be deemed to have occurred as of the date the Participant ceasing to provide employment or other is no longer providing services to the Company or any 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 labor laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, if any), any). Unless otherwise determined by the Committee, the Participant's right to vest in the Award will terminate as of such date and will not be extended by any notice period (e.g., the Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under labor laws in consideration the jurisdiction where the Participant is employed or the terms of the grant Participant's employment agreement, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option to which Awards (including whether the 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 may still 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 considered 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 while on a leave of absence); 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 10 (k) neither the Company, the Employer nor any Parent or other Subsidiary will shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option Awards or of any amounts due to the Participant pursuant to the exercise settlement of the Option Awards or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. under the Plan.
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