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, RSUs, Participant acknowledges, understands and agrees that: to the following. (a) the 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; Plan. (b) the 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 benefit...s in lieu of options, restricted stock units, even if options restricted stock units have been granted in the past; past. (c) all All decisions with respect to future Option restricted stock units or other grants, if any, will be at the sole discretion of the Company; 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) Plan. (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 or service contract, if any. (f) The RSUs and any the Shares acquired under allocated to the Plan RSUs, and the income and value of the 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 payments. (g) The future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if certainty. (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 or service 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 claim. 3 (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 Shares. (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 the Option, Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company 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, Award grants, or benefits in lieu of option...s, Awards even if options Awards have been granted repeatedly in the past; (c) all decisions with respect to future Option or other Award grants, if any, will be at the sole discretion of the Company; (d) the Option grant of the Award and the Participant's participation in the Plan will shall not create a right to continued employment or service or be interpreted as forming an employment or service services contract with the Company, the Employer or any Parent other Affiliate and shall not interfere with the ability of the Company, the Employer or Subsidiary; any other Affiliate to terminate the Participant's Business Relationship at any time; (e) Participant is voluntarily participating the Participant's participation in the Plan; 4 Plan is voluntary; (f) the Option Award and any the Shares acquired under subject to the Plan Award are not intended to replace any pension rights or compensation; (g) the Option Award and any the Shares acquired under subject to the Plan Award, and the income and value of the same, are extraordinary items outside the scope of the Participant's employment or services contract, if any, and are not part of normal or expected compensation of any kind for services of any kind rendered to the Company, the Employer or any other Affiliate or 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 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 shall arise from forfeiture of the Option Award resulting from Participant ceasing to provide employment or other services to termination of the Participant's Business Relationship by the Company or the Employer any Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, or services contract, if any), and in consideration of the grant of the Option Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, Company or any Parent or Subsidiary or Affiliate, waives the Employer, waives his or her ability, if any, to bring any such claim, claim and releases the Company, Company and any Parent or Subsidiary and the Employer Affiliate from any such claim; if, if notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided claims; (j) if the Participant's Business Relationship ceases (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the Plan jurisdiction where the Participant is employed or the 5 terms of the Participant's employment or services contract, if any), the Participant's right to vest in RSUs under the Plan, if any, will terminate effective as of the date that Participant is no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., the Company Participant's Business Relationship would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in its discretion, the Option jurisdiction where the Participant is employed or the terms of the Participant's employment or services contract, if any), and the Committee shall have the exclusive discretion to determine when Participant no longer has a Business Relationship for purposes of the Award; (k) the RSUs and the benefits evidenced by this Option Agreement do under the Plan, if any, will not create any entitlement necessarily transfer to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out in the case of a merger, takeover or substituted for, in connection with any corporate transaction affecting the Shares; transfer of liability; and (m) the following provisions apply only if Participant is providing services (l) for Participants outside the United States: States of America: (i) the Option Award and the Shares subject to the Option Award are not part of normal or expected compensation or salary for any purpose; and (ii) the Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option Award or of any amounts due to the Participant pursuant to the exercise settlement of the Option Award or the subsequent sale of any Shares acquired upon exercise. settlement. View More
Nature of Grant. By In accepting this Award, the Option, Participant acknowledges, understands 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 Option this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Awards, or benefits in lieu ...of options, Awards, even if options Awards have been granted repeatedly in the past; (c) all decisions with respect to future Option or other grants, grants of Awards, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will is voluntary; (e) the Participant'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 Participant's employment relationship at any time; (f) this Award 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 Participant'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 Option this Award 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) -5- (h) no claim or entitlement to compensation or damages will shall arise from the forfeiture of unvested RSUs under the Option Award resulting from Participant ceasing to provide employment or other services to the Company or the Employer Participant'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 Option this Award to which the Participant is otherwise not entitled, the Participant 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 Participant'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, 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 otherwise provided in claims; and (i) for a Participant residing outside of the U.S.A: (A) this Award 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 Award 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 Participant's termination of service (whether or Subsidiary not in breach of local labor laws), the Participant's right to vest 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 Participant 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 Award. View More
Nature of Grant. By In accepting the Option, Award, the Participant acknowledges, understands and agrees 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 at any time, time; to the extent permitted by the Plan; (b) the grant of the Option Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, restricted stock ...units or other awards, 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, awards, if any, will be at the sole discretion of the Company; (d) the Option grant Award 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 contract relationship with the Company, Company and shall not interfere with the ability of the Employer to terminate the Participant's employment or any Parent or Subsidiary; service relationship, if any; (e) Participant is voluntarily participating the Participant's participation in the Plan; 4 Plan is voluntary; (f) the Option Performance RSUs and any the Shares acquired under subject to the Plan Performance RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option Performance RSUs and any the Shares acquired under subject to the Plan Performance RSUs, 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 payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) mandatory payments;(h) unless otherwise agreed with the Company. the Performance RSUs and the Shares subject to the Performance RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary or affiliate of the Company; (i) the future value of the Shares underlying subject to the Option Performance RSUs is unknown, indeterminable, and cannot be predicted with certainty; (i) if (j) after termination of the underlying Shares do not increase in value, Participant's Active Status, the Option will have Participant is no value; (j) if Participant exercises longer eligible to receive any new restricted stock units under the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; Plan; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Performance RSUs resulting from Participant ceasing to provide employment or other services to termination of the Company or the Employer Participant's Active 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 the Participant is employed or providing services or the terms of your the Participant's employment agreement, or service contract, if any), and in consideration any); (l) for purposes of the grant Performance RSUs, the Participant's Active Status will be considered terminated as of the Option to which date the Participant is otherwise no longer actively providing services to the Company or one of its Subsidiaries or affiliates (regardless of the reason for such termination and whether or not entitled, later found to be invalid or in breach of employment laws in the jurisdiction where the Participant irrevocably agrees never to institute any claim against the Company, any Parent is employed or Subsidiary providing services or the Employer, waives his terms of the Participant's employment or her ability, service contract, if any, to bring any) and will not be extended by any such claim, and releases notice period (e.g., the Company, Participant's period of service would not include any Parent contractual notice period or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court period of competent jurisdiction, then, by participating "garden leave" or similar period mandated under employment laws in the Plan, jurisdiction where the Participant will is employed or providing services or the terms of the Participant's employment or service contract, if any); the Committee shall have the exclusive discretion to determine when the Participant's Active Status for purposes of the Award is terminated (including whether the Participant may still be deemed irrevocably considered to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal be providing services while on a leave of such claim; (l) absence); (m) unless otherwise provided in the Plan or by the Company in its discretion, the Option Performance RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Performance 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; 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 neither (n)neither the Company, the Employer nor any Parent other Subsidiary or Subsidiary will affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option Performance RSUs or of any amounts due to the Participant pursuant to the exercise settlement of the Option Performance RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. View More
Nature of Grant. By In accepting this Award, the Option, Participant acknowledges, understands 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 Option this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Awards, or benefits in lieu ...of options, Awards, even if options Awards have been granted repeatedly in the past; (c) all decisions with respect to future Option or other grants, grants of Awards, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will is voluntary; (e) the Participant'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 Participant's employment relationship at any time; 7 (f) this Award 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 Participant'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 Option this Award 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) (h) no claim or entitlement to compensation or damages will shall arise from the forfeiture of unvested Performance Share Units under the Option Award resulting from Participant ceasing to provide employment or other services to the Company or the Employer Participant'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 Option this Award to which the Participant is otherwise not entitled, the Participant 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 Participant'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, 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 otherwise provided in claims; and (i) for a Participant residing outside of the U.S.A: (A) this Award 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 Award 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 Participant's termination of service (whether or Subsidiary not in breach of local labor laws), the Participant's right to vest 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 Participant 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 Award. View More
Nature of Grant. By In accepting the Option, grant, Participant acknowledges, understands understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Performance Shares, or benefits in lie...u of options, Performance Shares, even if options Performance Shares have been granted in the past; (c) (b) all decisions with respect to future Option Performance Shares 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) (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option Performance Shares and any Shares acquired under the Plan subject to this Performance Share award are not intended to replace any pension rights or compensation; (g) (e) the Option Performance Shares and any Shares acquired under the Plan subject to this Performance Share 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; (h) (f) the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted predicted; (g) for purposes of the Performance Shares, Participant's status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant's right to vest in the Performance Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Performance Shares grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with certainty; (i) if local law); (h) unless otherwise provided in the underlying Plan or by the Company in its discretion, the Performance Shares and the benefits evidenced by this Award Agreement do not increase create any entitlement to have the Performance Shares or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in value, connection with any corporate transaction affecting the Option will have no value; (j) Shares; and (i) the following provisions apply only if Participant exercises is providing services outside the Option United States: (i) the Performance Shares and acquires Shares, the Shares subject to the Performance Shares are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that none of the Company, the Employer or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of such the Performance Shares may increase or decrease in value, even below of any amounts due to Participant pursuant to the Exercise Price; (k) settlement of the Performance Shares or the subsequent sale of any Shares acquired upon settlement; and (iii) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Performance Shares resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of Participant's status as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and in consideration of the grant of the Option Performance Shares 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, Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. claim. View More
Nature of Grant. By In accepting the Option, an Award, 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 may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the Plan;(b)the grant of the Option Awards is voluntary voluntary, exceptional and occasional and does not create any contractual or other right to receive future grants of optio...ns, Awards, or benefits in lieu of options, Awards, even if options Awards have been granted in the past; (c) all 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 Committee;(d)Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an further employment or service contract with the Company, Employer and shall not interfere with the ability of the Employer to terminate Participant's employment or service relationship at any Parent time with or Subsidiary; (e) Participant without cause; (e)Participant is voluntarily participating in the Plan; 4 (f) (f)any Awards and the Option Shares subject to Awards, and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) compensation;(g)unless otherwise agreed with the Option Company, the Awards and Shares subject to the Awards, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of an Affiliate;(h)any Awards and the Shares acquired under the Plan subject to Awards, and the income 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 payments, bonuses, holiday pay, leave pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) mandatory payments;(i)an Award grant will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; (j)the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) 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 (k)neither the Company, the Employer nor any Parent or Subsidiary will other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option an Award or of any amounts proceeds due to Participant pursuant to the exercise vesting of an Award or the sale of Shares;(l)no claim or entitlement to compensation or damages shall arise from forfeiture of an Award resulting from Participant's termination of employment or service (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or rendering services or the terms of Participant's employment or service agreement, if any), and in consideration of the Option grant of an Award, Participant agrees not to institute any claim against the Company or any Affiliate; and(m)unless otherwise provided in the Plan or by the Committee in its discretion, an Award does not create any entitlement to have the Award or any benefits thereunder transferred to, or assumed by, another company nor exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.3.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant's participation in the Plan, or Participant's acquisition or sale of the underlying Shares. Participant should consult with his or her own personal tax, legal and financial advisors regarding Participant's participation in the Plan before taking any action related to the Plan.104.Termination Date. For purposes of an Award, Participant's employment or service relationship is considered terminated (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 Participant is employed or rendering services or the subsequent sale terms of Participant's employment or service contract, if any) as of the earlier of (a) the date on which Participant ceases to provide active service to the Company or any Shares acquired upon exercise. Affiliate and (b) the date on which Participant receives a notice of termination from the Employer. Participant's right to participate in the Plan will not be extended by any notice period (e.g., employment would not include any contractual notice or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any). The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). View More
Nature of Grant. By In accepting the Option, an Award, 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 may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the Plan;(b)the grant of the Option Awards is voluntary voluntary, exceptional and occasional and does not create any contractual or other right to receive future grants of optio...ns, Awards, or benefits in lieu of options, Awards, even if options Awards have been granted in the past; (c) all 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 Committee;(d)Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an further employment or service contract with the Company, Employer and shall not interfere with the ability of the Employer to terminate Participant's employment or service relationship at any Parent time with or Subsidiary; (e) Participant without cause; (e)Participant is voluntarily participating in the Plan; 4 (f) (f)any Awards and the Option Shares subject to Awards, and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) compensation;(g)unless otherwise agreed with the Option Company, the Awards and Shares subject to the Awards, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of an Affiliate;(h)any Awards and the Shares acquired under the Plan subject to Awards, and the income 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 payments, bonuses, holiday pay, leave pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) mandatory payments;(i)an Award grant will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; (j)the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) 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 (k)neither the Company, the Employer nor any Parent or Subsidiary will other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option an Award or of any amounts proceeds due to Participant pursuant to the exercise vesting of an Award or the sale of Shares;(l)no claim or entitlement to compensation or damages shall arise from forfeiture of an Award resulting from Participant's termination of employment or service (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or rendering services or the terms of Participant's employment or service agreement, if any), and in consideration of the Option grant of an Award, Participant agrees not to institute any claim against the Company or any Affiliate; and(m)unless otherwise provided in the Plan or by the Committee in its discretion, an Award does not create any entitlement to have the Award or any benefits thereunder transferred to, or assumed by, another company nor exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.3.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant's participation in the Plan, or Participant's acquisition or sale of the underlying Shares. Participant should consult with his or her own personal tax, legal and financial advisors regarding Participant's participation in the Plan before taking any action related to the Plan.114.Termination Date. For purposes of an Award, Participant's employment or service relationship is considered terminated (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 Participant is employed or rendering services or the subsequent sale terms of Participant's employment or service contract, if any) as of the earlier of (a) the date on which Participant ceases to provide active service to the Company or any Shares acquired upon exercise. Affiliate and (b) the date on which Participant receives a notice of termination from the Employer. Participant's right to participate in the Plan will not be extended by any notice period (e.g., employment would not include any contractual notice or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any). The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). View More
Nature of Grant. By In accepting the this Option, Participant Optionee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (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 options, even if options have been ...granted in the past; (c) all decisions with respect to future Option options 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 Optionee is voluntarily participating in the Plan; 4 (f) (e) this Option and the Shares subject to the Option and any Shares acquired under or that were issued pursuant to the Plan exercise of an Option are not intended to replace any pension rights or compensation; (g) compensation and are outside the scope of Optionee's employment contract, if any; (f) this Option, the Shares that are subject to the Option and any Shares acquired under or that were issued pursuant to the Plan exercise of an Option, 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 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 this Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the this 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) (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 Optionee'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 this Option (or the Option calculation of income or Tax-Related Items thereunder) or of any amounts due to Participant Optionee pursuant to the exercise of the this Option or the subsequent sale of any Shares acquired upon exercise. the Shares. 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) v. The Option and the shares of Common Stock subject to the Option and any Shares acquired under the Plan 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 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 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; 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; 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 x. 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. xi. . View More
