Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (
...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
View More
Nature of Grant.
By In accepting the Option,
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,...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 nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) 6. (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.
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 (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 accepting
(through performance) the
Option, RSUs and any Shares, 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 (a)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, or benefits in lieu
... of options, RSUs, even if options RSUs have been granted in the past; (c) all (b)all decisions with respect to future Option RSU 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 (c)the RSUs and any Shares acquired under the Plan Plan, and the income and value of the same, are not intended to replace any pension rights or compensation; (g) the Option compensation;(d)the RSUs and any Shares acquired under the Plan Plan, and the income and value of the same, are not part of Participant's normal or expected compensation for any purposes of including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments 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 Company or the Employer or any Affiliate; -13- (e) the future value of the Shares underlying the Option RSUs is unknown, indeterminable, and cannot be predicted with certainty; (i) (f) if the underlying Shares do not increase in value, the Option RSUs will have no value; (j) (g) for purposes of the RSUs, Participant's Continuous Service will be considered terminated as of the date Participant is no longer actively providing services to the Company or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or providing services, or the terms of Participant's employment or service agreement, if Participant exercises any), and unless otherwise expressly provided in this Notice or determined by the Option and acquires Shares, Company, (i) Participant's right to vest in the value RSUs under the Plan, if any, will terminate as of such Shares 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 employed or the terms of Participant's employment agreement, if any); the Board or Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may increase or decrease in value, even below the Exercise Price; (k) still be considered to be providing services while on a leave of absence); (h) 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 (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 providing services, or the terms of your Participant's employment or service 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, the Employer 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, any Parent or Subsidiary and the Employer and any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) (i) unless otherwise provided in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement the Notice 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) 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 (j) neither the Company, the Employer nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option RSUs or of any amounts due to Participant pursuant to the exercise vesting of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. vesting.4. Venue. For purposes of litigating any dispute that arises under the Notice, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of Los Angeles County, California, or the federal courts for the United States for the Central District of California, and no other courts, where this award of RSUs is made and/or to be performed.
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, 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 Shares awarded by this Award Agreement is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Shares, or benefits in lieu of
...options, Shares, even if options Shares have been granted in the past; (c) (b) all decisions with respect to future Option Awards of Shares or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) (e) the Option and any Shares acquired under the Plan awarded by this Award Agreement 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 underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if predicted; (g) unless otherwise provided in the underlying Plan or by the Company in its discretion, the Shares and the benefits evidenced by this Award Agreement do not increase create any entitlement to have the Shares or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in value, connection with any corporate transaction affecting the Option will have no value; (j) Shares; and (h) the following provisions apply only if Participant exercises is providing services outside the Option United States: (i) the Shares awarded by this Award Agreement 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 or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of such the Shares may increase awarded by this Award Agreement or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture subsequent sale 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), Shares; and in (iii) In consideration of the grant of the Option Shares awarded by this Award Agreement 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 shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. claim.
View More
Nature of Grant.
By In accepting the
Option, RSUs, 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 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 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 is voluntarily participating in the Plan; 4 (f) (e) the Option RSUs and any the 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) (g) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) (h) if the underlying RSUs are settled and Participant receives some or all of the Shares do not increase in value, allocated to the Option will have no value; (j) if Participant exercises the Option and acquires Shares, RSUs, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) 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 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 to execute and/or accept any and all documents necessary to request dismissal or withdrawal of such claim; (l) -3- (j) unless otherwise provided in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor 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, RSUs, 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 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 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 voluntarily participating in the Plan; 4 (f) (e) the Option RSUs and any the 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) (g) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) (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) value; (c) 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 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 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, Company or any Parent of its Parents, Subsidiaries or Subsidiary or affiliates (collectively, 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) (i) 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) (j) 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,
Participant acknowledges, understands you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any
time, to the extent permitted by the Plan; 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 have been granted repeatedly in the past; (c) all decisions with respect to future Option or other option grants, if any, will be at the sole discretion of the Company; (d) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment or service relationship (if any) at any time; (e) you are voluntarily participating in the Plan; (f) the Option and any shares of Common Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of your employment or service contract, if any; Officers Stock Option Award & Agreement Rev. December 2012 (g) the Option grant and Participant's your participation in the Plan will not create a right to employment or be interpreted as forming to form an employment or service contract or relationship with the Company, the Employer Company or any Parent Related Company; (h) the future value of the shares of Common Stock underlying the Option is unknown and cannot be predicted with certainty; (i) if the underlying shares of Common Stock do not increase in value, the Option will have no value; (j) if you exercise the Option and acquire shares of Common Stock, the value of such shares of Common Stock may increase or Subsidiary; (e) Participant is voluntarily participating decrease in value, even below the Plan; 4 (f) Exercise Price; (k) if you reside outside the United States then the following additional terms shall apply: (i) the Option and any Shares shares of Common Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) (ii) the Option and any Shares shares of Common Stock 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 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 future value of Company, 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 Employer or decrease in value, even below the Exercise Price; (k) any Related Company; (iii) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option resulting from Participant ceasing to provide termination of your employment or other services to by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not in breach of local labor laws 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), invalid) and in consideration of the grant of the Option to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, any Parent or Subsidiary Company or the Employer, waives his or her waive your ability, if any, to bring any such claim, and releases release the Company, any Parent or Subsidiary Company 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 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 claims; and (iv) in the Plan event of termination of your employment (whether or not in breach of local labor laws and whether or not later found to be invalid), your right to vest in the Option under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of termination of your employment (whether or not in breach of local labor laws), your right to exercise the Option after termination of employment, if any, will be measured by the Company in its discretion, date of termination of your active employment and will not be extended by any notice period mandated under local law; the Option and the benefits evidenced by this Option Agreement do not create any entitlement to Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your 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. grant.
View More
Nature of Grant.
By In accepting the
Option, grant, the Participant acknowledges, understands and agrees
that: (a) the that:(a)the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the
Plan; (b) the Plan;(b)the grant of the
Option RSUs is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, RSUs..., 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 RSU or other grants, if any, will be at the sole discretion of the Company; (d) the Option (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 or amending an employment or service contract with the Company, the Employer or any Parent Affiliate of the Company and shall not interfere with the ability of the Company, the Employer or Subsidiary; (e) any Affiliate of the Company, as applicable, to terminate the Participant's employment or service relationship (if any); (e)the Participant is voluntarily participating in the Plan; 4 (f) (f)the RSUs, the Option cash payment or Shares 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) (g)the RSUs, the Option and any cash payment or Shares acquired under subject to the Plan RSUs, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, 4405441916-v5\NA_DMS termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, leave pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (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 (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 Participant's Termination of 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 the Participant is employed or the terms of your the Participant's employment agreement, if any), and in consideration of the grant of the Option to which Participant is any); (j)unless otherwise not entitled, Participant irrevocably agrees never to institute any claim against agreed with the Company, the RSUs and any Parent cash payment or Subsidiary or Shares acquired under the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Plan and the Employer income from any such claim; if, notwithstanding and value of same, are not granted as consideration for, or in connection with, the foregoing, any such claim is allowed by service the Participant may provide as a court director 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 an Affiliate;(k)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; Shares of the Company; 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 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 RSUs or of any amounts due to the Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement.
View More
Nature of Grant.
By In accepting
the Option, Participant acknowledges, understands your option, you acknowledge, understand and
agrees agree 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 under the Plan;
(b) the (b)the grant of
the Option this option is
exceptional, voluntary and occasional and does not create any contractual or other right to
... receive future 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; (c) all (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 (d)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) the (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) if (g)if the underlying Shares shares of Common Stock do not increase in value, the Option option will have no value; (j) if Participant exercises (h)if 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) no 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) unless Affiliate, 6. 148766248 v2 (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; (k)unless otherwise agreed with the Company, this option and (m) any shares of Common Stock acquired under the Plan, and the income 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; and (l)the following provisions apply only if Participant is providing you are employed or rendering 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 (i)neither the Company, the Employer nor any Parent or Subsidiary will other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option option or of any amounts due to Participant you pursuant to the exercise of the Option option or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. exercise; (ii)this option and the shares of Common Stock subject to this option, and the income and value of same, are not part of normal or expected compensation for 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.
View More
Nature of Grant.
By In accepting the
grant of the Option,
Participant acknowledges, understands you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company,
it is discretionary in nature, and may be
modified, amended, suspended or terminated by the Company
at any time, to the extent permitted by as provided in the Plan; (b) the grant of the Option
and any other options or Awards under the Plan is
exceptional, voluntary and occasional and does not create any contractu
...al or other right to receive future grants of options, shares, Awards or benefits any other benefit or compensation in lieu of future options, even if options have been granted in the past; (c) all decisions with respect to future Option options or other grants, Awards, 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 service or be interpreted as forming or amending an employment or service contract with the Company, Company and shall not interfere with the ability of the Employer to terminate your employment or service relationship at any Parent time with or Subsidiary; without Cause; (e) Participant is you are voluntarily participating in the Plan; 4 (f) unless otherwise agreed with the Company, the Option and any Shares acquired under the Plan shares of Common Stock subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate; (g) the Option and the shares of Common Stock subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation; (g) (h) the Option and any Shares acquired under the Plan shares of Common Stock subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (h) (i) for purposes of the Option, your Continuous Service will be considered terminated as of the date determined by the Company in its sole discretion; (j) the future value of the Shares shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) (k) if the value of the underlying Shares do shares does not increase in value, exceed the exercise price upon exercise, the Option will have no value; (j) value and if Participant exercises you exercise the Option and acquires Shares, Option, the value of such Shares the shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (k) no claim exercise price; 3 (l) should you die owning shares of Common Stock or the Option, such shares or the Option may subject your estate to United States federal estate taxes, even if you are not otherwise subject to United States federal income tax or other United States employment taxes, and you should seek your own tax advice regarding this potential tax; (m) you disclaim any entitlement to compensation or damages will arise arising from forfeiture the termination of the Option resulting from Participant ceasing to provide Option, including as the result of termination of your employment or other services to the Company or service relationship with 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 providing services or the terms of your any employment agreement, if any), and or service agreement), or diminution in consideration value of the grant shares of Common Stock; (n) the Plan and the Agreement set forth the entire understanding between you, the Company, the Employer, and any Affiliate regarding the acquisition of the Option shares of Common Stock and supersedes all prior oral and written agreements pertaining 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, Option; 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) (o) the following provisions apply only if Participant is you are providing services outside the United States: (i) the Option and the Shares shares of Common Stock subject to the Option Option, and the value and income of same, are not part of normal or expected compensation or salary for any purpose; and (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 Option or of any amounts due to Participant you pursuant to the exercise of the Option or the subsequent sale of any Shares shares of Common Stock acquired upon exercise.
View More
