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 this 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 this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of stock opt...ions, or benefits in lieu of stock options, even if stock options have been granted in the past; 5 (c) all decisions with respect to future Option stock options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the (e) this Option and any Shares 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 (f) this Option and any Shares acquired under the Plan Plan, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement benefits or payments or welfare benefits or similar mandatory payments; (g) unless otherwise agreed with the Company, this 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 you may provide as a director of a Subsidiary or Affiliate; (h) the future value of the Shares underlying the this Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the this Option will have no value; (j) if Participant exercises the you exercise this Option and acquires acquire Shares, the value of such Shares may increase or decrease in value, decrease, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Service (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed providing Service or the terms of your employment or service 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 the Company, the Employer nor any Parent 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 that may affect the value of the this Option or of any amounts due to Participant you pursuant to the exercise of this Option or the Shares acquired upon exercise of this Option or the subsequent sale of any Shares acquired upon exercise. 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, 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 this 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; 5 (b) the grant of the this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of stock o...ptions, or benefits in lieu of stock options, even if stock options have been granted in the past; (c) all decisions with respect to future Option stock options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the (e) this Option and any Shares 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 (f) this Option and any Shares acquired under the Plan Plan, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement benefits or payments or welfare benefits or similar mandatory payments; (g) unless otherwise agreed with the Company, this 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 you may provide as a director of a Subsidiary or Affiliate; (h) the future value of the Shares underlying the this Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the this Option will have no value; (j) if Participant exercises the you exercise this Option and acquires acquire Shares, the value of such Shares may increase or decrease in value, decrease, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Service (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed providing Service or the terms of your employment or service agreement, if any), any); and in consideration of (l) neither the grant of Company nor the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute Employer, nor any claim against the Company, any Parent or Parent, 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 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 this Option or of any amounts due to Participant you pursuant to the exercise of this Option or the Shares acquired upon exercise of this Option or the subsequent sale of any Shares acquired upon exercise. 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 Board at any time, to the extent permitted by the Plan; (b) the 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 o...n the same or different terms), or benefits 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 grants of RSUs or other grants, if any, will be at the sole discretion of the Company; (d) Committee, including, but not limited to, the Option form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant; (d)the 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; (e) Constituent Company, as applicable, to terminate Participant's employment or service relationship; (e)the Participant is voluntarily participating in the Plan; 4 (f) 11 (f)the RSUs and the Option and any Shares acquired under (or cash) subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) (g)the RSUs and the Option and any 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) the (h)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 (i)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) unless Constituent Company; (j)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) (k)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. View More
Nature of Grant. By In accepting the Option, grant, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Restricted Shares, or benefits i...n lieu of options, Restricted Shares, even if options Restricted Shares have been granted in the past; (c) all decisions with respect to future Option Restricted Shares or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) (e) the Option and any Restricted Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) (f) the Option and any Shares acquired under the Plan Restricted Shares, 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) -7- (g) the future value of the underlying Ordinary Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (h) for purposes of the Restricted Shares, Participant's status as an employee or other service provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any parent or Subsidiary of the Company (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a service provider or the terms of Participant's service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Administrator, Participant's right to vest in the Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a service provider or the terms of Participant's service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Shares grant (including whether Participant may still be considered to be providing services while on a leave of absence); (i) if unless otherwise provided in the underlying Plan or by the Company in its discretion, the Restricted Shares and the benefits evidenced by this Award Agreement do not increase create any entitlement to have the Restricted Shares or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in value, connection with any corporate transaction affecting the Option will have no value; Ordinary Shares; and (j) the following provisions apply only if Participant exercises is providing services outside the Option United States: i. the Restricted Shares are not part of normal or expected compensation or salary for any purpose; ii. Participant acknowledges and acquires Shares, agrees that none of the Company, the Employer, or any parent or Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of such the Restricted Shares may increase or decrease in value, even below the Exercise Price; (k) subsequent sale of any Ordinary Shares underlying the Award; and iii. no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Shares resulting from Participant ceasing to provide the termination of Participant's employment or other services to service with the Company or the Employer its Subsidiaries (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is an employee or other service provider or the terms of your employment Participant's service agreement, if any), and in consideration of the grant of the Option Restricted Shares to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or parent of the Company, any Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of -8- competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. claim. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands your option, 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 under the Plan; (b) the grant of the Option this option is exceptional, voluntary and occasional and does not create any contractual or other right to receive futur...e grants of options, options (whether on the same or different terms), or benefits in lieu of options, even if options have been granted in the past; 5 (c) all decisions with respect to future Option options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) (e) this option and the Option shares of Common Stock subject to this option, and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any 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) (f) the future value of the Shares shares of Common Stock underlying the Option option is unknown, indeterminable, and cannot be predicted with certainty; (i) (g) if the underlying Shares shares of Common Stock do not increase in value, the Option option will have no value; (j) (h) if Participant exercises you exercise the Option 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 (i) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option this 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 or rendering services or the terms of your employment or service agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise this option, you irrevocably agree not entitled, Participant irrevocably agrees never to institute any claim against the Company, Company or 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) Affiliate, (j) unless otherwise provided in the Plan or by the Company in its discretion, the Option option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option 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; shares of Common Stock; and (m) (k) unless otherwise agreed with the following provisions apply only if Participant is providing services outside Company, this option and any shares of Common Stock acquired under the United States: (i) the Option Plan, and the Shares subject to the Option income and value of same, are not part granted as consideration for, or in connection with, the service you may provide as a director 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. an Affiliate. View More
Nature of Grant. By In accepting the Option, Participant acknowledges, understands this award of RSUs, 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 RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants awards 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 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 you are voluntarily participating in the Plan; 4 (f) (e) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not intended to replace any pension rights or compensation; (g) (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, 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; (g) unless otherwise agreed with the Company, the RSUs and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of the Company, or a Parent or Subsidiary 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 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 your Service (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed providing Service or the terms of your employment or service agreement, if any), and in consideration of the grant of the Option RSUs to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, the Employer (as defined below), or any other Parent or Subsidiary or of the Employer, waives his or her Company, waive your ability, if any, to bring any such claim, and releases release the Company, any the Employer and its Parent or Subsidiary and the Employer Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless 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) (j) the following provisions apply only if Participant is you are providing services Service outside the United States: (i) the Option RSUs and the Shares subject to the Option RSUs, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and 1 (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will of the Company 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 pursuant to the exercise 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, an Award, Participant acknowledges, understands and agrees that: (a) the that:(a)the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the Plan;(b)the grant of the Option Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Awards, or benefits... in lieu of options, Awards, even if options Awards have been granted in the past; (c) all past;(c)all decisions with respect to future Option or other grants, Awards, if any, will be at the sole discretion of the Company; (d) Compensation & Organizational Development Committee of the Option grant and Participant's Board of Directors (the "Committee");(d)Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an further employment or service contract with the Company, Employer and shall not interfere with the ability of the Employer to terminate Participant's employment or service relationship at any Parent time with or Subsidiary; (e) Participant without cause; (e)Participant is voluntarily participating in the Plan; 4 (f) (f)any Awards and the Option Shares subject to Awards, and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) compensation;(g)unless otherwise agreed with the Option Company, the Awards and Shares subject to the Awards, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of a Subsidiary or Affiliate;(h)any Awards and the Shares acquired under the Plan subject to Awards, and the income and value of same, are not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) payments;(i)an Award grant will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary or Affiliate; (j)the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if (k)neither the underlying Shares do not increase in value, Company, the Option will have no value; (j) if Participant exercises Employer nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the Option and acquires Shares, United States Dollar that may affect the value of such Shares may increase an Award or decrease in value, even below of any proceeds due to Participant pursuant to the Exercise Price; (k) no vesting of an Award or the sale of Shares;(l)no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option an Award resulting from Participant ceasing to provide Participant's termination of employment or other services to the Company or the Employer service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction 2 where you are Participant is employed or rendering services or the terms of your Participant's employment or service agreement, if any), and in consideration of the grant of the Option an Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, Company or any Parent or Subsidiary or the Employer, Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, Company and any Parent Subsidiary or Subsidiary and the Employer Affiliate from any such claim; if, if notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless and(m)unless otherwise provided in the Plan or by the Company Committee in its discretion, the Option and the benefits evidenced by this Option Agreement do an Award does not create any entitlement to have the Option Award or any such benefits thereunder 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) Shares.3. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the following provisions apply only if Company making any recommendations regarding Participant's participation in the Plan, or Participant's acquisition or sale of the underlying Shares. Participant is providing services outside hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant's participation in the United States: (i) the Option and the Shares subject Plan before taking any action related 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. Plan. View More
Nature of Grant. By In accepting the Option, Participant Optionee acknowledges, understands and agrees that: (a) the (a)the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company at any time, time to the extent permitted by under the Plan; (b) the (b)the Option grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Option grants of options,... (whether on the same or different terms), or benefits in lieu of options, an Option, even if options have an Option has been granted in the past; (c) all (c)all decisions with respect to future Option grants 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 Company (d)Optionee is voluntarily participating in the Plan; 4 (f) the (e)this Option and any Shares acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) 5. (f)Optionee's participation in the Plan shall not create a right to employment with Employer and shall not interfere with the ability of Employer to terminate Optionee's employment relationship; (g)if the Shares subject to this Option do not increase in value, this Option will have no value; (h)this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer prior to the Grant Date, and is outside the scope of Optionee's employment contract, if any; (i)this Option and any the Shares acquired under subject to the Plan Option, 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, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments; (h) (j)this Option and the Shares subject to this Option, and the income from and value of same, shall not be included as compensation, earnings, salaries or other similar terms used when calculating Optionee's benefits under any benefit plan sponsored by the Company, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company's benefit plans; (k)in the event that Optionee is not an employee of the Company, this Option grant will not be interpreted to form an employment contract or relationship with the Company, the Employer or any Subsidiary or Affiliate of the Company; (l)the future value of the underlying Shares underlying the Option is unknown, indeterminable, may increase or decrease in the future, and cannot be predicted with certainty; (i) if (m)in consideration of 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 grant of such Shares may increase or decrease in value, even below the Exercise Price; (k) this Option, no claim or entitlement to compensation or damages will shall arise from forfeiture termination of the this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from Participant ceasing to provide employment or other services to Optionee's Termination of Employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), 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 Applicable Laws); (n)unless otherwise provided herein, 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 6. nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) (o)unless otherwise agreed with the following provisions apply only if Participant is providing services outside the United States: (i) Company, the Option and the Shares subject to the Option Option, and the income from and value of same, are not part granted as consideration for, or in connection with, the service Optionee may provide as a director of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges an Affiliate; and agrees that neither (p)none of the Company, the Employer nor or any Parent Subsidiary or Subsidiary will Affiliate of the Company shall be liable for any foreign exchange rate fluctuation fluctuations between Participant's Optionee's local currency and the United States Dollar that may affect the value of the this Option or of any amounts due to Participant Optionee pursuant to the exercise of the this Option or the subsequent sale of any the Shares acquired upon exercise. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands and agrees Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; time; (b) the grant of the Option 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 h...ave been granted repeatedly in the past; (c) all decisions with respect to future Option or other option grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's Optionee's participation in the Plan will is voluntary; (e) Optionee's participation in the Plan shall not create a right to further employment or be interpreted as forming an with the Employer and shall not interfere with the ability of the Employer to terminate Optionee's employment or service contract with relationship (if any) at any time; (f) the Company, Option and any Shares acquired under the Employer Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any Parent Subsidiary, and that are outside the scope of Optionee's employment or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) service contract, if any; -7- (g) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) (h) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or any Subsidiary; (i) the future value of the Shares underlying the Option is unknown, indeterminable, unknown 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 Optionee exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) (l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages will shall arise from forfeiture termination of the vesting of the Option resulting from Participant ceasing to provide employment or other services to cancellation of the Company or the Employer Option following termination of Optionee's Continuous Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), local labor laws) and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant Optionee irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or releases the Employer, waives his or her ability, if any, to bring the Company and/or any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; claim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing the Plan, Participant will Notice of Grant, Optionee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute claim; (m) the Company is not providing any and all documents necessary to request dismissal tax, legal or withdrawal of such claim; (l) unless otherwise provided financial advice, nor is the Company making any recommendations regarding Optionee's participation in the Plan or by Optionee's purchase or sale of Shares; (n) Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding participation in the Company in its discretion, Plan before taking any action related to the Plan; and (o) the Option and the benefits evidenced by this Option Agreement do under the Plan, if any, will not create any entitlement automatically transfer to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out in the case of a merger, take-over 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 transfer 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. liability. 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