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
Nature of Grant.
By In accepting the
Option, RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
provided, however, that the Mutual Arbitration Agreement set forth at Appendix B is a binding contract that may only be modified, amended, suspended or terminated by further agreement of the ...parties; (b) the grant of the Option RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs, or benefits in lieu of options, RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option RSUs or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant RSUs 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 services contract, nor be interpreted as amending the terms of an existing employment or services contract, with the Company, Company or any Subsidiary, including the Employer or any Parent or Subsidiary; if applicable; provided, however, that the Mutual Arbitration Agreement set forth at Appendix B is a binding contract between the parties; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income from 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, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary; (i) 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; 6 US-DOCS\112623669.1 (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer Participant's Service (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 the Participant is employed or the terms of your the Participant's employment agreement, if any), and any); (k) the following provision shall not apply to Participants in the state of California: In consideration of the grant of the Option RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to release and never to institute any claim claims which have arisen, occurred or existed at any time prior to the date of this Restricted Stock Unit Agreement ("Claim") against the Company, Company or any Parent or Subsidiary or the Employer, of its Subsidiaries, and 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; Claim; if, notwithstanding the foregoing, any such claim Claim is allowed by a court an arbitrator or other tribunal of competent jurisdiction, then, by participating in the Plan, the Participant will shall be deemed irrevocably to have agreed not to pursue such claim Claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; Claim; and (l) unless otherwise provided in The following provision applies if 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 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 RSUs or of any amounts due to the Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement.
View More
Nature of Grant.
By In accepting the Option,
Participant acknowledges, understands you acknowledge, understand and
agrees agree that:
(a) a. the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) b. the grant of the Option is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Opti...ons, or benefits in lieu of options, Options, even if options Options have been granted in the past; (c) c. all decisions with respect to future Option Options or other grants, if any, will be at the sole discretion of the Company; (d) d. the Option grant and Participant's your participation in the Plan will shall not create a right to employment or other service relationship with the Company; e. the Option and your participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company, Company or the Employer Service Recipient, and shall not interfere with the ability of the Company or any Parent or Subsidiary; (e) Participant is the Service Recipient, as applicable, to terminate your Continuous Service (if any); f. you are voluntarily participating in the Plan; 4 (f) g. 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) h. 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 for purposes of of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) i. unless otherwise agreed with the Company in writing, the Option and the shares of Common Stock subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate; j. the future value of the Shares underlying the Option shares of Common Stock is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) k. if the underlying Shares shares of Common Stock do not increase in value, value after the grant date, the Option will have no value; (j) l. if Participant exercises you exercise the Option and acquires Shares, acquire shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, even below the Exercise Price; (k) exercise price; m. 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 of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed providing service or the terms of your employment or other service agreement, if any); n. for purposes of the Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any), and such date will not be extended by any notice period (e.g., your period of Continuous Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws 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 jurisdiction where you are providing service or the Employer, waives his terms of your employment or her ability, other service agreement, if any, any); the Compensation Committee shall have the exclusive discretion to bring any such claim, determine when you are no longer actively providing services for purposes of your Option (including whether you may still be considered to be providing services while on a leave of absence); 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 o. neither the Company in its discretion, nor 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 Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts 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.
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.
View More
Nature of Grant.
By In accepting the Option,
Participant acknowledges, understands you acknowledge, understand and
agrees agree 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
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, 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 your participation in the Plan will shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Affiliate; 3 (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option and any Shares shares of Class A Common Stock acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares shares of Class A Common Stock acquired under the Plan Plan, and the income from 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, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Shares shares of Class A Common Stock underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares shares of Class A Common Stock do not increase in value, the Option will have no value; (j) if Participant exercises you exercise the Option and acquires Shares, acquire shares of Class A Common Stock, the value of such Shares shares of Class A Common Stock may increase or decrease in value, even below the Exercise Price; exercise price; (k) no claim or entitlement to compensation or damages will arise from forfeiture for purposes of the Option resulting from Participant ceasing to provide employment or other Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in consideration the Option Agreement or determined by the Company, (i) your right to vest in the Option under the Plan, if any, and (ii) the period (if any) during which you may exercise the Option after such termination of Continuous Service will terminate as of such date and in each instance will not be extended by any notice period or any period of "garden leave" or similar period mandated under employment laws in the grant jurisdiction where you are employed or the terms of your employment agreement, if any); and the Board shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option (including whether you may still be considered to which Participant is otherwise be providing services while on a leave of absence); (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from your termination of Continuous Service (for any reason whatsoever, whether or not entitled, Participant irrevocably agrees never later found to institute any claim against be invalid or in breach of employment laws in the Company, any Parent or Subsidiary jurisdiction where you are employed, or the Employer, waives his or her ability, terms of your employment agreement, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) any); (m) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option and any shares of Class A Common Stock acquired under the benefits evidenced by this Option Agreement do Plan, and the income from and value of same, are not create granted as consideration for, or in connection with, any entitlement to have service you may provide as a director of the Option Company 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; Affiliate; 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 (n) neither the Company, the Employer nor or any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant you pursuant to the exercise of the Option or the subsequent sale of any Shares shares of Class A Common Stock acquired upon exercise. 4 7. TRANSFERABILITY. Except as otherwise provided in the Plan, your Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you.
View More
Nature of Grant.
By In accepting the Option,
Participant acknowledges, understands you acknowledge, understand and
agrees agree 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
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, 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; 3 (d) the Option grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Affiliate; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option and any Shares shares of Class A Common Stock acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares shares of Class A Common Stock acquired under the Plan Plan, and the income from 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, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Shares shares of Class A Common Stock underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares shares of Class A Common Stock do not increase in value, the Option will have no value; (j) if Participant exercises you exercise the Option and acquires Shares, acquire shares of Class A Common Stock, the value of such Shares shares of Class A Common Stock may increase or decrease in value, even below the Exercise Price; exercise price; (k) no claim or entitlement to compensation or damages will arise from forfeiture for purposes of the Option resulting from Participant ceasing to provide employment or other Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in consideration the Option Agreement or determined by the Company, (i) your right to vest in the Option under the Plan, if any, and (ii) the period (if any) during which you may exercise the Option after such termination of Continuous Service will terminate as of such date. However, unless otherwise determined by the grant Company, the Option will continue to vest through any statutory notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any; the Plan Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option (including whether you may still be considered to which Participant is otherwise be providing services while on a leave of absence); (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from your termination of Continuous Service (for any reason whatsoever, whether or not entitled, Participant irrevocably agrees never later found to institute any claim against be invalid or in breach of employment laws in the Company, any Parent or Subsidiary jurisdiction where you are employed, or the Employer, waives his or her ability, terms of your employment agreement, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) any); (m) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option and any shares of Class A Common Stock acquired under the benefits evidenced by this Option Agreement do Plan, and the income from and value of same, are not create any entitlement to have the Option granted as consideration for, or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with with, any corporate transaction affecting service you may provide as a Director of the Shares; Company or a member of the board of directors of any Affiliate; 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 (n) neither the Company, the Employer nor or any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant you pursuant to the exercise of the Option or the subsequent sale of any Shares shares of Class A Common Stock acquired upon exercise. 4 7. ELECTRONIC DELIVERY AND PARTICIPATION. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
View More
Nature of Grant.
By In accepting the
Option, RSU, the Participant acknowledges, understands and agrees that: (a) the
Plan Program is established voluntarily by the
Company, it Company and is discretionary in
nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; nature; (b) the grant of the
Option RSU by the Company is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, RSUs, or
... benefits in lieu of options, RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option or other RSU grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's 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) Program; (e) the Option RSU and any Shares Shares, and the income from and value of the same, 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, Program are not part of normal or expected compensation for purposes or salary; (f) unless otherwise agreed with the Company, the RSU and any Shares acquired under the Program, and the income from and value of calculating the same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or affiliate of the Company; (g) the RSU grant and the Participant's participation in the Program shall not be interpreted to form an employment contract or relationship with the Company or the Employer or any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension Subsidiary or retirement or welfare benefits or similar payments; affiliate of the Company; (h) 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 for purposes of the Option resulting from Participant ceasing to provide RSU, the Participant's employment or other service relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company or the Employer (for any (regardless of the reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or providing services or the terms of your the Participant's employment or service 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 this Agreement or decided by the Plan Committee, the Participant's right to vest in the RSU under the Program, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., active employment or service would not include a period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant's employment or service agreement, if any); furthermore, the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSU (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) for Participants who reside outside the U.S., the following additional provisions shall apply: (i) the RSU and any Shares, and the income from and value of the same, acquired under the Program are not intended to replace any pension rights or compensation; (ii) the RSU and the underlying Shares, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer and are outside the scope of Participant's employment agreement, if any; such items shall not be included in or part of any for any calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU resulting from termination of the Participant's employment or other service relationship by the Company or the Employer (regardless of the reason for such termination and whether or not later found invalid or in its discretion, breach of employment laws in the Option and jurisdiction where 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 employed or providing services outside or the United States: (i) terms of the Option Participant's employment or service agreement, if any); 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 (iv) neither the Company, the Employer nor or any Parent Subsidiary or Subsidiary will affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option RSU or of any amounts due to the Participant pursuant to the exercise vesting of the Option RSU or the subsequent sale of any Shares acquired upon exercise. settlement.
View More
Nature of Grant.
By In accepting the Option,
Participant acknowledges, understands you acknowledge, understand and
agrees agree 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
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, 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; A-3 (d) the Option grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Affiliate; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option and any Shares shares of Class A Common Stock acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares shares of Class A Common Stock acquired under the Plan Plan, and the income from 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, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Shares shares of Class A Common Stock underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares shares of Class A Common Stock do not increase in value, the Option will have no value; (j) if Participant exercises you exercise the Option and acquires Shares, acquire shares of Class A Common Stock, the value of such Shares shares of Class A Common Stock may increase or decrease in value, even below the Exercise Price; exercise price; (k) no claim or entitlement to compensation or damages will arise from forfeiture for purposes of the Option resulting from Participant ceasing to provide employment or other Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, (i) your right to vest in the Option under the Plan, if any, and (ii) the period (if any) during which you may exercise the Option after such termination of Continuous Service will terminate as of such date; and will not be extended by any statutory notice period or any period of "garden leave" or similar period mandated under employment laws in the grant jurisdiction where you are employed or the terms of your employment agreement, if any; the Plan Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option (including whether you may still be considered to which Participant is otherwise be providing services while on a leave of absence); (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from your termination of Continuous Service (for any reason whatsoever, whether or not entitled, Participant irrevocably agrees never later found to institute any claim against be invalid or in breach of employment laws in the Company, any Parent or Subsidiary jurisdiction where you are employed, or the Employer, waives his or her ability, terms of your employment agreement, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) any); (m) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option and any shares of Class A Common Stock acquired under the benefits evidenced by this Option Agreement do Plan, and the income from and value of same, are not create granted as consideration for, or in connection with, any entitlement to have service you may provide as a director of the Option Company 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; Affiliate; 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 A-4 (n) neither the Company, the Employer nor or any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant you pursuant to the exercise of the Option or the subsequent sale of any Shares shares of Class A Common Stock acquired upon exercise.
View More
Nature of Grant.
By In accepting the
Option, RSUs, the Participant acknowledges, understands and agrees that:
5 US-DOCS\112623669.1 (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option RSUs is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, RSUs, o
...r benefits in lieu of options, RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option RSUs or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant RSUs 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 services contract, nor be interpreted as amending the terms of an existing employment or services contract, with the Company, Company or any Subsidiary, including the Employer or any Parent or Subsidiary; if applicable; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income from 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, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary; (i) 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 shall arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer Participant's Service (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 the Participant is employed or the terms of your the Participant's employment agreement, if any), and any); (k) the following provision shall not apply to Participants in the state of California: In consideration of the grant of the Option RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to release and never to institute any claim claims which have arisen, occurred or existed at any time prior to the date of this Restricted Stock Unit Agreement ("Claim") against the Company, Company or any Parent or Subsidiary or the Employer, of its Subsidiaries, and 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; Claim; if, 6 US-DOCS\112623669.1 notwithstanding the foregoing, any such claim Claim is allowed by a court an arbitrator or other tribunal of competent jurisdiction, then, by participating in the Plan, the Participant will shall be deemed irrevocably to have agreed not to pursue such claim Claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; Claim; and (l) unless otherwise provided in The following provision applies if 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 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 RSUs or of any amounts due to the Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement.
View More
Nature of Grant.
By In accepting the Option,
Participant acknowledges, understands you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Options, o
...r benefits in lieu of options, Options, even if options 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 your participation in the Plan will shall not create a right to employment or other service relationship with the Company; (e) the Option and your participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company, Company or the Employer Service Recipient, and shall not interfere with the ability of the Company or any Parent or Subsidiary; (e) Participant is the Service Recipient, as applicable, to terminate your Continuous Service (if any); (f) you are voluntarily participating in the Plan; 4 (f) (g) 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) (h) 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 for purposes of of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) 4. (i) unless otherwise agreed with the Company in writing, the Option and the shares of Common Stock subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate; (j) the future value of the Shares underlying the Option shares of Common Stock is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) (k) if the underlying Shares shares of Common Stock do not increase in value, value after the grant date, the Option will have no value; (j) (l) if Participant exercises you exercise the Option and acquires Shares, acquire shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, even below the Exercise Price; (k) exercise price; (m) 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 of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed providing service or the terms of your employment or other service agreement, if any); (n) for purposes of the Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any), and such date will not be extended by any notice period (e.g., your period of Continuous Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws 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 jurisdiction where you are providing service or the Employer, waives his terms of your employment or her ability, other service agreement, if any, any); the Compensation Committee shall have the exclusive discretion to bring any such claim, determine when you are no longer actively providing services for purposes of your Option (including whether you may still be considered to be providing services while on a leave of absence); 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 (o) neither the Company in its discretion, nor 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 Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts 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.
View More
Nature of Grant.
By In accepting the Option,
Participant acknowledges, understands you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Options, o
...r benefits in lieu of options, Options, even if options 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 your participation in the Plan will shall not create a right to employment or other service relationship with the Company; (e) the Option and your participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company, Company or the Employer Service Recipient, and shall not interfere with the ability of the Company or any Parent or Subsidiary; (e) Participant is the Service Recipient, as applicable, to terminate your Continuous Service (if any); (f) you are voluntarily participating in the Plan; 4 (f) (g) 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) (h) 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 for purposes of of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (i) unless otherwise agreed with the Company in writing, the Option and the shares of Common Stock subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate; (j) the future value of the Shares underlying the Option shares of Common Stock is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) (k) if the underlying Shares shares of Common Stock do not increase in value, value after the grant date, the Option will have no value; (j) (l) if Participant exercises you exercise the Option and acquires Shares, acquire shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, even below the Exercise Price; (k) exercise price; 4 (m) 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 of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed providing service or the terms of your employment or other service agreement, if any); (n) for purposes of the Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any), and such date will not be extended by any notice period (e.g., your period of Continuous Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws 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 jurisdiction where you are providing service or the Employer, waives his terms of your employment or her ability, other service agreement, if any, any); the Compensation Committee shall have the exclusive discretion to bring any such claim, determine when you are no longer actively providing services for purposes of your Option (including whether you may still be considered to be providing services while on a leave of absence); 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 (o) neither the Company in its discretion, nor 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 Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts 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.
View More
