Nature of Grant Clause Example with 377 Variations from Business Contracts
This page contains Nature of Grant clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.View More
Variations of a "Nature of Grant" Clause from Business Contracts
Nature of Grant. By In accepting the Option, Participant acknowledges, understands and agrees grant, the Optionee acknowledges 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 Option Agreement; (b) the grant of the Option Options is voluntary and occasional and does not create any contractual or othe...r right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (c) past;(c) all decisions with respect to future Option or other option grants, if any, will be at the sole discretion of the Company; (d) Company;(d) the Option grant and Participant's Optionee's participation in the Plan will shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, Employer and shall not interfere with any ability of the Employer or any Parent or Subsidiary; (e) Participant to terminate the Optionee's employment relationship;(e) the Optionee is voluntarily participating in the Plan; 4 (f) the Option and Options are 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 of your employment agreement, if any), and in consideration scope 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, Optionee's employment contract, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option any; (g) Options are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and agrees that neither in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (h) the Option grant will not be interpreted to form an employment contract with the Company, the Employer nor or any Parent subsidiary or Subsidiary Affiliated Company; (i) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (j) if the underlying Shares do not increase in value, the Options will be liable for any foreign exchange rate fluctuation between Participant's local currency have no value; (k) if the Optionee exercises the Options and the United States Dollar that may affect obtains Shares, 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 those Shares acquired upon exercise. exercise may increase or decrease, even below the Exercise Price; (l) in consideration of the grant of the Options, no claim or entitlement to compensation or damages shall arise from termination of the Options or diminution in value of the Options or Shares purchased through exercise of an Option resulting from termination of the Optionee's employment the Company or the Employer (for any reason whatsoever) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Option Agreement, Optionee shall be deemed irrevocably to have waived Optionee's entitlement to pursue such claim; and (m) in the event of termination of the Optionee's employment, the Optionee's right to receive and vest in an Option under the Plan, if any, will terminate effective as of the date that the Optionee receives notice of termination regardless of when such termination is effective; furthermore, in the event of termination of employment, the Optionee's right to exercise an Option after termination of employment, if any, will be measured by the date on which the Optionee receives notice of termination; the Company shall have the exclusive discretion to determine when the Optionee has terminated for purposes of the Options. In addition, any period of notice or compensation in lieu of such notice, that is given or ought to have been given under any contract, statute, common law or civil law shall be excluded from the Optionee's period of employment for purposes of the Options. View More
Nature of Grant. By In accepting this Option grant, the Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan The Program 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 This Option award is voluntary and occasional a one-time benefit and does not create any contractual or other right to re...ceive future grants of options, or Options, benefits in lieu of options, Options, or other Program benefits in the future, even if options Options have been granted repeatedly in the past; (c) all All decisions with respect to future Option or other grants, if any, and their terms and conditions, will be at made by the Committee, in its sole discretion of discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company; (d) Company and 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; Employee; (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Option and Shares subject to the Option are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) 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 (iii) not part of the Employee's normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the 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 8 (h) In consideration of this 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) award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and 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 Employee 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 its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement 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 (i) The Option and the benefits evidenced by this Option Agreement do Benefits under the Program, 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, take-over or substituted for, in connection with any corporate transaction affecting transfer of liability; and (j) Neither 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 Company nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Option, the amount realized upon exercise of the Option or the amount realized upon a subsequent sale of any Shares acquired upon exercise. exercise of the Option, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. 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Nature of Grant. By In accepting this Award, the Option, Participant acknowledges, understands and agrees that: (a) the 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; Plan. (b) the The grant of the Option this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Restricted ...Shares or benefits in lieu of options, Restricted Shares, even if options Restricted Shares or other awards have been granted in the past; past. (c) all All decisions with respect to future Option grants of Restricted Shares or other grants, awards, if any, will be at the sole discretion of the Company; Company. (d) This Award and the Option grant and Participant's 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 Company or any Parent of its Subsidiaries and shall not interfere with the ability of the Company or Subsidiary; any of its Subsidiaries, as applicable, to terminate the Participant's employment or service relationship (if any). (e) The Participant is voluntarily participating in the Plan; 4 Plan. (f) This Award and the Option and any Shares acquired under the Plan subject to this Award are not intended to replace any pension rights or compensation; compensation. (g) This Award and the Option and any Shares acquired under the Plan subject to this Award, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; payments. (h) the The future value of the Shares underlying the Option subject to this Award is unknown, indeterminable, indeterminable and cannot be predicted with certainty; certainty. (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no No claim or entitlement to compensation or damages will shall arise from forfeiture of the Option this Award resulting from the Participant ceasing to provide employment or other services to the Company or the Employer any of its Subsidiaries (for any reason whatsoever, whether or not is later found to be 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 in any). In consideration of the grant of the Option this Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never other than in the event of Company's breach of this Agreement, to (i) not institute any claim against the Company, Company or any Parent or Subsidiary or of its Subsidiaries in connection with this Agreement, (ii) waive the Employer, waives his or her ability, if any, to bring any such claim, claim and releases (iii) release the Company, any Parent or Subsidiary Company and the Employer its Subsidiaries from any such claim; if, claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless claim. (j) Unless otherwise provided in the Plan or by the Company in its discretion, the Option this Award and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option this Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out out, or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the and(k) The following provisions apply only if the Participant is providing services outside the United States: (i) the Option States:(i) this Award and the Shares subject to the Option this Award are not part of normal or expected compensation or salary for any purpose; (ii) and(ii) the Participant acknowledges and agrees that neither the Company, the Employer Company nor any Parent or Subsidiary will shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option this Award or of any amounts due to the Participant pursuant with respect to the exercise settlement of the Option this Award or the any subsequent sale of any Shares acquired upon exercise. pursuant to this Award.9. Tax Consequences; No Advice Regarding Grant. The issuance of Vested Shares released from the forfeiture restrictions will have tax consequences for a Participant who is subject to U.S. federal taxation under the Code. The Award, the issuance of Restricted Shares and/or the issuance of Vested Shares released from the forfeiture restrictions may also have tax consequences for Participants who are subject to taxation in other jurisdictions. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding participation in the Plan or the acquisition or sale of the Shares subject to this Award. THE PARTICIPANT IS HEREBY ADVISED TO CONSULT WITH HIS OR HER OWN PERSONAL TAX, LEGAL AND FINANCIAL ADVISERS REGARDING HIS OR HER PARTICIPATION IN THE PLAN AND ANY TAX OR OTHER CONSEQUENCES ASSOCIATED WITH THIS AWARD. View More
Nature of Grant. By In accepting the Option, Participant acknowledges, understands you acknowledge, understand, and agrees agree that: (a) i. the Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended altered, or terminated discontinued by the Company at any time, time to the extent permitted by the Plan; (b) ii. the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future gran...ts of options, or benefits in lieu of options, even if options have been granted in the past; (c) iii. all decisions with respect to future Option 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 Board; iv. You are voluntarily participating in the Plan; 4 (f) the v. The Option and any Shares acquired under the Plan shares of Common Stock subject to the Option, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) vi. the Option and any Shares acquired under the Plan shares of Common Stock subject to the Option, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) vii. unless otherwise agreed with 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 Company, the Option and acquires Shares, the shares of Common Stock subject to the Option, and the income from and value of such Shares same, are not granted as consideration for, or in connection with, services you may increase provide as a director of a Subsidiary or decrease in value, even below the Exercise Price; (k) Affiliate; viii. no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to your termination of Continuous Service (regardless of the Company or reason for the Employer (for any reason whatsoever, termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or engaged or the terms of your employment or service agreement, if any), and in consideration any); ix. the future value of the grant shares of Common Stock underlying the Option to which Participant is otherwise unknown, indeterminable, and cannot be predicted with certainty; x. if the shares of Common Stock underlying the Option do not entitled, Participant irrevocably agrees never to institute any claim against increase in value, the Company, any Parent or Subsidiary or the Employer, waives his or her ability, Option will have no value; xi. 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, you exercise the Option and acquire shares of Common Stock, the benefits evidenced by this Option Agreement do not create any entitlement to have value of the Option shares may increase 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 decrease, even below the Shares; exercise price; 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 xii. neither the Company, the Employer Company nor any Parent Subsidiary 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 or the value of any amounts amount due to Participant you pursuant to the exercise of the Option or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. 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Nature of Grant. By In accepting this Option grant, the Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan The Program 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 This Option award is voluntary and occasional a one-time benefit and does not create any contractual or other right to re...ceive future grants of options, or Options, benefits in lieu of options, Options, or other Program benefits in the future, even if options Options have been granted repeatedly in the past; (c) all All decisions with respect to future Option or other grants, if any, and their terms and conditions, will be at made by the Committee, in its sole discretion of discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company; (d) Company and 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; Employee; 5 (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Option and Shares subject to the Option are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) 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 (iii) not part of the Employee's normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the 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 (h) In consideration of this 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) award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and 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 Employee 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 its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement 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 (i) The Option and the benefits evidenced by this Option Agreement do Benefits under the Program, 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, take-over or substituted for, in connection with any corporate transaction affecting transfer of liability; and (j) Neither 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 Company nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Option, the amount realized upon exercise of the Option or the amount realized upon a subsequent sale of any Shares acquired upon exercise. exercise of the Option, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. 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Nature of Grant. By In accepting this Option grant, the Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan The Program 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 This Option award is voluntary and occasional a one-time benefit and does not create any contractual or other right to re...ceive future grants of options, or Options, benefits in lieu of options, Options, or other Program benefits in the future, even if options Options have been granted repeatedly in the past; (c) all All decisions with respect to future Option or other grants, if any, and their terms and conditions, will be at made by the Committee, in its sole discretion of discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company; (d) Company and 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; Employee; (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Option and Shares subject to the Option are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) 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 6 (iii) not part of the Employee's normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the 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 (h) In consideration of this 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) award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and 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 Employee 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 its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement 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 (i) The Option and the benefits evidenced by this Option Agreement do Benefits under the Program, 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, take-over or substituted for, in connection with any corporate transaction affecting transfer of liability; and (j) Neither 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 Company nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Option, the amount realized upon exercise of the Option or the amount realized upon a subsequent sale of any Shares acquired upon exercise. exercise of the Option, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. 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Nature of Grant. By In accepting the Option, Awards, 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; 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 opti...ons, 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; 10 (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) the Options will not have value if the underlying Shares shares of Common Stock do not increase in value, and if the Option will have no value; (j) if Participant exercises the Option and acquires Shares, shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, decrease, even below the Exercise Price; (k) (j) 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); (k) 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); and the period (if applicable) during which Participant may exercise an Option after Termination will commence as of such date and will not be extended by any notice period mandated under labor laws in the jurisdiction where the Participant is employed or the terms of the Option Participant's employment agreement, if any. The Committee shall have the exclusive discretion to which determine when the Participant is otherwise not entitled, no longer actively providing services for purposes of the Awards (including whether the 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 (l) neither the Company, the Employer Service Recipient 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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Nature of Grant. By In accepting the Option, Awards, 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; 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 opti...ons, 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; 10 (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) the Options will not have value if the underlying Shares shares of Common Stock do not increase in value, and if the Option will have no value; (j) if Participant exercises the Option and acquires Shares, shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, decrease, even below the Exercise Price; (k) (j) 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); (k) 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); and the period (if applicable) during which Participant may exercise an Option after Termination will commence as of such date and will not be extended by any notice period mandated under labor laws in the jurisdiction where the Participant is employed or the terms of the Option Participant's employment agreement, if any. The Committee shall have the exclusive discretion to which determine when the Participant is otherwise not entitled, no longer actively providing services for purposes of the Awards (including whether the 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 (l) 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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Nature of Grant. By In accepting the Option, RSUs, Participant acknowledges, understands and agrees that: (a) the 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 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 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 d.Participant is voluntarily participating in the Plan; 4 (f) e.the RSUs and the Option and any 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; 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 payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the g.the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if h.if the underlying RSUs are settled and Participant receives some or all of the Shares do not increase in value, allocated to the Option will have no value; (j) if Participant exercises the Option and acquires Shares, RSUs, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no value; i.no claim or entitlement to compensation or damages will shall 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 Participant's Continuous Service Status (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant's employment agreement, if any), any) (such claim or entitlement, a "claim"), and in consideration of the grant of the Option RSUs to which Participant is otherwise not entitled, Participant irrevocably (i) agrees never to institute any a claim against the Company, any Parent or Subsidiary or the Employer, Company Group entity, (ii) waives his or her ability, if any, to bring any such a claim, and (iii) releases the Company, any Parent or Subsidiary and the Employer all Company Group entities from any such claim; if, claim. If, notwithstanding the foregoing, any such a claim is allowed by a court of competent jurisdiction, then, Participant, by participating in the Plan, Participant will irrevocably agrees (and shall be deemed irrevocably to have agreed agreed) not to pursue such claim and agrees to execute and/or accept any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless j.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 or any entitlement to be have the RSUs or the benefits 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 k.no Company Group entity shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar or the selection by a Company Group entity 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 and issuance of Shares, any dividends on the Shares issued or the subsequent sale of any the Shares acquired upon exercise. issued. View More
Nature of Grant. By In accepting this Option, the Option, Participant acknowledges, understands Grantee acknowledges and agrees that: (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; time; (b) the grant of the this 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 op...tions, even if options have been granted repeatedly in the past; (c) all decisions with respect to future Option or other option grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's Grantee's participation in the Plan will is voluntary; -6- (e) the Grantee's participation in the Plan shall not create a right to further employment with the Company or be interpreted as forming any Subsidiary and shall not interfere with the ability of the Company or any Subsidiary to terminate the Grantee's employment relationship at any time; (f) this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary and is outside the scope of the Grantee's 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; contract, if any; (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 this Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) (h) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant Grantee exercises the this Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) (i) no claim or entitlement to compensation or damages will shall arise from the forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer Grantee's termination of service (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), local labor laws), and in consideration of the grant of the this Option to which Participant the Grantee is otherwise not entitled, Participant the Grantee irrevocably agrees never to institute any claim against the Company, Company and/or any Parent or Subsidiary or Subsidiary, waives the Employer, waives his or her Grantee's ability, if any, to bring any such claim, and releases the Company, Company and/or 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 the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in claims; and (j) for a Grantee residing outside of the U.S.A: (A) this Option and any Shares acquired under the Plan are not intended to replace any pension rights or by the Company in its discretion, the Option and the benefits evidenced by compensation; (B) 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 purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and agrees that neither in no event should be considered as compensation for, or relating in any way to past services for the Company, Company or any Subsidiary; and (C) in the Employer nor any Parent event of the Grantee's termination of service (whether or Subsidiary not in breach of local labor laws), the Grantee's right to vest in the Option under the Plan, if any, will be liable for any foreign exchange rate fluctuation between Participant's local currency terminate effective as of the date of termination of service; and the United States Dollar that may affect Committee shall have the value exclusive discretion to determine when the Grantee is no longer actively providing service for purposes 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. this Option. 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