Nature of Grant Clause Example with 377 Variations from Business Contracts
This page contains Nature of Grant clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.View More
Variations of a "Nature of Grant" Clause from Business Contracts
Nature of Grant. By In accepting the Option, Participant acknowledges, understands 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) 4. (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. 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Nature of Grant. By In accepting the Option, RSUs, Participant acknowledges, understands and agrees that: (a) the a.the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the b.the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, restricted stock units, or benefits in lieu of options..., restricted stock units, even if options restricted stock units have been granted in the past; (c) all c.all decisions with respect to future Option restricted stock units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant d.Participant is voluntarily participating in the Plan; 4 (f) e.the RSUs and the Option and any Shares acquired under allocated to the Plan RSUs are not intended to replace any pension rights or compensation; (g) compensation and are outside the Option scope of Participant's employment contract, if any; f.the RSUs and any the Shares acquired under allocated to the Plan RSUs , and the income and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the g.the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if h.if the underlying RSUs are settled and Participants receives some or all of the Shares do not increase in value, allocated to the Option will have no value; (j) if Participant exercises the Option and acquires Shares, RSUs, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no value; i.no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of Participant's Continuous Service Status (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant's employment agreement, if any), and in consideration of the grant of the Option RSUs 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, Company Group, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer Company Group 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 agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless j.unless otherwise provided in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) k.no entity in the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will Company Group shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar or the selection by the Company or any member of the Company Group in its sole discretion of an applicable foreign exchange rate that may affect the value of the Option RSUs (or the calculation of income or Tax-Related Items thereunder) or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any the Shares acquired upon exercise. allocated to the RSUs. View More
Nature of Grant. By In accepting the Option, grant, 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 it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the (b)the grant of the Option RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs, or benef...its in lieu of options, RSUs, even if options RSUs have been granted in the past; (c) all (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 (d)the RSU grant and Participant's participation in the Plan will shall not create a right to employment or other service relationship with the Company; (e)the RSU grant and participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company or the Employer, and shall not interfere with the ability of the Company, the Employer or any Parent or Subsidiary; (e) affiliate of the Company, as applicable, to terminate the Participant's employment relationship (if any); (f)the Participant is voluntarily participating in the Plan; 4 (f) (g)the RSUs and the Option shares of Common Stock subject to the RSUs, and any Shares acquired under the Plan income from and value of same, are not intended to replace any pension rights or compensation; (g) (h)the RSUs and the Option and any Shares acquired under shares of Common Stock subject to the Plan RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of of, 3 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 RSUs and the shares of Common Stock subject to the RSUs, and the income 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 of the Company; (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) 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 (k)no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide the termination of the Participant's employment or other services to the Company or the Employer service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or engaged or the terms of your the Participant's employment agreement, if any), 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 (l)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 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 Participant me pursuant to the exercise settlement of the Option RSU or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands the Optionee acknowledges 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 award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in ...lieu of options, options or other equity awards, even if options have been granted in the past; (c) all decisions with respect to future Option or other grants, equity awards, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's Optionee's participation in the Plan will is voluntary; (e) the Option and any Shares acquired under the Plan, and the income from and value of same, is an extraordinary item that (i) does not create a right constitute compensation of any kind for services of any kind rendered to employment the Company or be interpreted as forming an any Subsidiary, and (ii) is outside the scope of the Optionee's employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 contract, if any; (f) the Option and any Shares acquired under the Plan Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan Plan, and the income from and value of same, are is not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited 8 to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, holiday pay, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments; payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (h) unless otherwise agreed with the Company, the Option and any Shares acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Subsidiary; (i) the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) (j) if the underlying Shares do not increase in value, the Option will have no value; (j) (k) if Participant the Optionee exercises the Option and acquires obtains Shares, the value of such the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price; (k) (l) in consideration of the award of the Option, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option resulting from Participant ceasing to provide termination of the Optionee's employment or other services to continuous service by the Company or the Employer any Subsidiary (for any reason whatsoever, whatsoever and whether or not later to found to be invalid or in breach of employment laws in the jurisdiction where you are the Optionee is employed or the terms of your the Optionee'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 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 any); (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 other Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's the Optionee's local currency and the United States U.S. Dollar that may affect the value of the this Option or of any amounts due to Participant the Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. exercise; (n) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee's participation in the Plan or the Optionee's acquisition or sale of the underlying Shares; and (o) the Optionee should consult with the Optionee's own personal tax, legal and financial advisors regarding the Optionee's participation in the Plan before taking any action related to the Plan. 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Nature of Grant. By In accepting the Option, grant, 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 Board at any time, to the extent permitted by the Plan; time; (b) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs (whether on the same or ...different terms), 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 grants of RSUs or other grants, if any, will be at the sole discretion of the Company; Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant; (d) the Option RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent Constituent Company and shall not interfere with the ability of the Company, or Subsidiary; Constituent Company, as applicable, to terminate Participant's employment or service relationship; (e) the Participant is voluntarily participating in the Plan; 4 (f) Shares (or cash) will be issued to the Option Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period; (g) the RSUs and the Shares acquired under (or cash) subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) (h) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value thereof, are an extraordinary item of same, are compensation outside the scope of the Participant's employment (and employment contract, if any) and is not part of normal or expected compensation for purposes of any purpose, 13 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) (i) the future value of the Shares underlying the Option RSUs 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 the Participant ceasing to provide employment be employed or other otherwise providing 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) Constituent Company; (k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Shares of the Company; and (m) (l) if the following provisions apply only if Participant resides or is providing services employed outside the United States: (i) States, 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 Constituent 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 RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, grant, 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 Board at any time, to the extent permitted by the Plan; time; (b) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs (whether on the same or ...different terms), 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 grants of RSUs or other grants, if any, will be at the sole discretion of the Company; Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant; (d) the Option RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent Constituent Company and shall not interfere with the ability of the Company, or Subsidiary; Constituent Company, as applicable, to terminate Participant's employment or service relationship; 12 (e) the Participant is voluntarily participating in the Plan; 4 (f) Shares (or cash) will be issued to the Option Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period; (g) the RSUs and the Shares acquired under (or cash) subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) (h) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value thereof, are an extraordinary item of same, are compensation outside the scope of the Participant's employment (and employment contract, if any) and is 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) (i) the future value of the Shares underlying the Option RSUs 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 the Participant ceasing to provide employment be employed or other otherwise providing 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) Constituent Company; (k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Shares of the Company; and (m) (l) if the following provisions apply only if Participant resides or is providing services employed outside the United States: (i) States, 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 Constituent 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 RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, grant, 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 Board at any time, to the extent permitted by the Plan; time; (b) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs (whether on the same or ...different terms), 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 grants of RSUs or other grants, if any, will be at the sole discretion of the Company; Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant; (d) the Option RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent Constituent Company and shall not interfere with the ability of the Company, or Subsidiary; Constituent Company, as applicable, to terminate Participant's employment or service relationship; (e) the Participant is voluntarily participating in the Plan; 4 (f) Shares (or cash) will be issued to the Option Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period; (g) the RSUs and the Shares acquired under (or cash) subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) 13 (h) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value thereof, are an extraordinary item of same, are compensation outside the scope of the Participant's employment (and employment contract, if any) and is 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) (i) the future value of the Shares underlying the Option RSUs 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 the Participant ceasing to provide employment be employed or other otherwise providing 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) Constituent Company; (k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Shares of the Company; and (m) (l) if the following provisions apply only if Participant resides or is providing services employed outside the United States: (i) States, 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 Constituent 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 RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, grant, 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 Board at any time, to the extent permitted by the Plan; time; (b) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs (whether on the same or ...different terms), 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 grants of RSUs or other grants, if any, will be at the sole discretion of the Company; Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant; (d) the Option RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent Constituent Company and shall not interfere with the ability of the Company, or Subsidiary; Constituent Company, as applicable, to terminate Participant's employment or service relationship; (e) the Participant is voluntarily participating in the Plan; 4 (f) Shares (or cash) will be issued to the Option Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period; (g) the RSUs and the Shares acquired under (or cash) subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) (h) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value thereof, are an extraordinary item of same, are compensation outside the scope of the Participant's employment (and employment contract, if any) and is 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) (i) the future value of the Shares underlying the Option RSUs 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; 13 (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 the Participant ceasing to provide employment be employed or other otherwise providing 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) Constituent Company; (k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Shares of the Company; and (m) (l) if the following provisions apply only if Participant resides or is providing services employed outside the United States: (i) States, 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 Constituent 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 RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, grant, 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 Board at any time, to the extent permitted by the Plan; time; (b) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs (whether on the same or ...different terms), 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 grants of RSUs or other grants, if any, will be at the sole discretion of the Company; Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant; (d) the Option RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent Constituent Company and shall not interfere with the ability of the Company, or Subsidiary; Constituent Company, as applicable, to terminate Participant's employment or service relationship; (e) the Participant is voluntarily participating in the Plan; 4 (f) Shares (or cash) will be issued to the Option Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period; 13 (g) the RSUs and the Shares acquired under (or cash) subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) (h) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value thereof, are an extraordinary item of same, are compensation outside the scope of the Participant's employment (and employment contract, if any) and is 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) (i) the future value of the Shares underlying the Option RSUs 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 the Participant ceasing to provide employment be employed or other otherwise providing 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) Constituent Company; (k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Shares of the Company; and (m) (l) if the following provisions apply only if Participant resides or is providing services employed outside the United States: (i) States, 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 Constituent 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 RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, grant, 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 Board at any time, to the extent permitted by the Plan; time; (b) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs (whether on the same or ...different terms), 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 grants of RSUs or other grants, if any, will be at the sole discretion of the Company; Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant; (d) the Option RSU grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company 13 or any Parent Constituent Company and shall not interfere with the ability of the Company, or Subsidiary; Constituent Company, as applicable, to terminate Participant's employment or service relationship; (e) the Participant is voluntarily participating in the Plan; 4 (f) Shares (or cash) will be issued to the Option Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period; (g) the RSUs and the Shares acquired under (or cash) subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) (h) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value thereof, are an extraordinary item of same, are compensation outside the scope of the Participant's employment (and employment contract, if any) and is 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) (i) the future value of the Shares underlying the Option RSUs 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 the Participant ceasing to provide employment be employed or other otherwise providing 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) Constituent Company; (k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Shares of the Company; and (m) (l) if the following provisions apply only if Participant resides or is providing services employed outside the United States: (i) States, 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 Constituent 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 RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. 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