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.
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Nature of Grant.
By In accepting the
Option, Performance Restricted Stock Units, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of
the Option Performance Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future
grants a...wards of options, Performance Restricted Stock Units, or benefits in lieu of options, Performance Restricted Stock Units even if options Performance Restricted Stock Units have been granted awarded in the past; (c) nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the employment or service of the Employer, the Company or any Subsidiary or be interpreted as forming an employment or services contract with the Employer, the Company or any Subsidiary and shall not interfere with or restrict any way the ability of the Employer, the Company or any Subsidiary, as applicable, to terminate Participant's employment or service relationship, if any; (d) all decisions with respect to future Option grants of Performance Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and (e) 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 voluntary; and (f) 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 event 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 termination 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 Participant's Continuous Service (as defined above) (for any reason whatsoever, whether or not later found to be found 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 unless otherwise determined by the Company, Participant's right to vest in consideration the Performance Restricted Stock Units under the Plan, if any, will terminate as of the grant of the Option to which date Participant is otherwise no longer actively rendering services and will not entitled, 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 irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary is employed or the Employer, waives his or her ability, terms of Participant's employment agreement, if any, any); the Committee shall have the exclusive discretion to bring any such claim, determine when Participant is no longer providing Continuous Service for purposes of this Agreement, including whether Participant may still be considered to be providing active service while on a leave of absence. (g) [Reserved]. 6 10. Section 409A. The Performance Restricted Stock Units and releases the Company, any Parent or Subsidiary issuance of Shares thereunder are intended to comply with Code Section 409A and the Employer from any such claim; if, notwithstanding U.S. Treasury Regulations relating thereto so as not to subject the foregoing, any such claim is allowed by a court Participant to the payment of competent jurisdiction, then, by participating in additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the Plan, Participant provisions of this Agreement will be deemed irrevocably to have agreed not to pursue such claim interpreted, operated, and agrees to execute any and all documents necessary to request dismissal or withdrawal administered in a manner consistent with these intentions. The Committee may modify the terms of such claim; (l) unless otherwise provided in this Agreement, the Plan or by both, without the consent of the Participant, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 10 does not create an obligation on the part of the Company in its discretion, to modify the Option terms of this Agreement or the Plan and does not guarantee that the benefits evidenced by this Option Agreement do Performance Restricted Stock Units or the delivery of Shares upon vesting/settlement of the Performance Restricted Stock Units will not create any entitlement be subject to have the Option taxes, interest and penalties or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, other adverse tax consequences under Code Section 409A. Nothing 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 this Agreement shall provide a basis for any purpose; (ii) Participant acknowledges and agrees that neither person to take any action against the Company, Company or any of its Subsidiaries based on matters covered by Code Section 409A, including 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 tax treatment of any amounts due to Participant pursuant paid under this Agreement, and neither the Company nor any of its Subsidiaries will have any liability under any circumstances to the exercise Participant or any other party if the Performance Restricted Stock Units, the delivery of Shares upon vesting/settlement of the Option Performance Restricted Stock Units or other payment or tax event hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the subsequent sale Committee with respect thereto. Further, settlement of any Shares acquired upon exercise. portion of the Performance Restricted Stock Units that is Deferred Compensation may not be accelerated or postponed except to the extent permitted by Code Section 409A.
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Nature of Grant.
By In accepting
the Option, this Award of Restricted Stock Units, 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 Restricted Stock Units 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) (b) 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) Administrator; (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, 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- (f) the future value of the Shares underlying the Option Restricted Stock Units 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 predicted; (g) for purposes of the Option resulting from Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant ceasing to provide employment or other is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and unless otherwise expressly provided in consideration this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the grant Administrator, Participant's right to vest in the Restricted Stock Units 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 Option to which jurisdiction where Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary a Service Provider or the Employer, waives his terms of Participant's employment or her ability, service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to bring any such claim, determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and releases the Company, any Parent or Subsidiary consistent with local law); 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) (h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Restricted Stock Units 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. Shares.
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Nature of Grant.
By In accepting
the Option, this Award of Restricted Stock Units, 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 Restricted Stock Units 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) (b) 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) Administrator; (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e) the Option Restricted Stock Units and any the Shares acquired under subject to the Plan Restricted Stock Units, 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) -5- (f) the future value of the Shares underlying the Option Restricted Stock Units 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 predicted; (g) for purposes of the Option resulting from Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant ceasing to provide employment or other is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and unless otherwise expressly provided in consideration this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the grant Administrator, Participant's right to vest in the Restricted Stock Units 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 Option to which jurisdiction where Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary a Service Provider or the Employer, waives his terms of Participant's employment or her ability, service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to bring any such claim, determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and releases the Company, any Parent or Subsidiary consistent with local law); 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) (h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Restricted Stock Units 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. Shares.
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Nature of Grant. By accepting the
Option, Restricted Stock Units, Participant acknowledges,
understands understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the (a)the grant of the
Option Restricted Stock Units is
exceptional, 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 (b)all decisions with respect to future Option restricted stock unit 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 (c)Participant is voluntarily participating in the Plan; 4 (f) the Option (d)the Restricted Stock Units and any Shares acquired under subject to the Plan Restricted Stock Units, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) (e)unless otherwise agreed with the Option Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary; (f)the Restricted Stock Units and any Shares acquired under subject to the Plan Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation to, 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 mandatory payments; (h) the (g)the future value of the Shares underlying the Option Restricted Stock Units 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 (h)no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of Participant's status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed the Participant is providing service or the terms of your the Participant's employment or other service agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless any); (i)unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Award Agreement do not create any entitlement to have the Option Restricted Stock Units 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 (j)neither the Company, the Employer Service Recipient nor any Parent or other Subsidiary will 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 Restricted Stock Units or of any amounts due to Participant pursuant to the exercise of the Option Restricted Stock or the subsequent sale of any Shares acquired upon exercise. subject to the Restricted Stock Units.
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Nature of Grant.
By In accepting the
Option, Restricted Stock Units, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
4 Restricted Stock Unit Agreement Non-Employee Director Version (b) the grant of
the Option Restricted Stock Units is
exceptional, voluntary and occasional and does not create any
...contractual or other right to receive future grants awards of options, Restricted Stock Units, or benefits in lieu of options, Restricted Stock Units even if options Restricted Stock Units have been granted awarded in the past; (c) nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the service of the Company as a member of the Board of Directors of the Company or in any other capacity; (d) all decisions with respect to future Option grants of Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and (e) 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 voluntary; (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 underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if predicted; (g) in 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 event of the Option resulting from Participant ceasing termination of Participant's Continuous Service, and unless otherwise expressly provided in this Agreement or determined by the Company, Participant's right 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 vest in the jurisdiction where you are employed or Restricted Stock Units under the terms of your employment agreement, Plan, if any), and in consideration any, will terminate as 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 date Participant's Continuous Service terminated, as determined by the Company Committee in its discretion, the Option sole discretion; 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 (h) 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 local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant pursuant to the exercise settlement of the Option Restricted Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement. (i) [Reserved].
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Nature of Grant.
By In accepting
this grant, you acknowledge, understand and agree that:(a) the
Option, Participant acknowledges, understands and agrees that: (a) the 2013 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 unless expressly provided otherwise in the
extent permitted by 2013 Plan or the
Plan; Agreement; (b) the grant of the
Option Performance Shares is voluntary
and occasional an
...d does not create any contractual or other right to receive future grants of options, Performance Shares, or benefits in lieu of options, Performance Shares, even if options Performance Shares have been granted repeatedly in the past; (c) all decisions with respect to future Option or other grants, grants of Performance Shares, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the 2013 Plan is voluntary; (e) your participation in the 2013 Plan will not create a right to employment with the Company or be interpreted as forming an employment or service contract the Employer and will not interfere with the ability of the Company, the Employer or any Parent subsidiary or Subsidiary; (e) Participant affiliate to terminate your employment or service relationship at any time; (f) if you are employed by a non-U.S. entity and provide services outside the U.S., the Performance Shares are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to your Employer, and they are outside the scope of your employment or service contract, if any, with your Employer; (g) the grant of the Performance Shares 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) (h) the Option and any grant of the Performance Shares acquired under the Plan and the income and value of same, are is 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) (i) the grant of the Performance Shares and your participation in the 2013 Plan will not be interpreted to form an employment or service contract or relationship with the Company, the Employer or any subsidiary or affiliate of the Company; (j) the future value of the Performance Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Performance Shares resulting from Participant ceasing to provide termination of your employment or other services to service relationship 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 and, in consideration of the grant of the Option Performance Shares, to which Participant is you otherwise are not entitled, Participant you irrevocably agrees never agree, if applicable, to institute any claim against execute 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 Release, as defined in the applicable Severance 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 if any; (l) the grant of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option Performance Shares and the benefits evidenced by this Option Agreement do under the 2013 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, takeover, or substituted for, in connection with any corporate transaction affecting the Shares; and transfer of liability; (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 subsidiary or Subsidiary will affiliate 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 Performance Shares or of any amounts payments due to Participant you pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. the vesting of the Performance Shares; and (n) this award and any other award(s) granted under the 2013 Plan on the Grant Date are intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or another Employer under the 2013 Plan to grant you the Performance Shares or other rights to common stock of the Company. By signing this Agreement, you accept such awards, along with all prior awards received by you, in full satisfaction of any such agreement, obligation or promise.
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Nature of Grant.
By In accepting
this Stock Option, the
Option, Participant Optionee acknowledges,
understands understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of
the this Stock Option is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
stock options,
... 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 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 Optionee is voluntarily participating in the Plan; 4 (f) the (e) this Stock Option and any Shares acquired under shares of Stock subject to this Stock Option, and the Plan income from and value of same, are not intended to replace any pension rights or compensation; (f) unless otherwise agreed with the Company, this Stock Option and the shares of Stock subject to this Stock Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of an Affiliate; 5 (g) the this Stock Option and any Shares acquired under the Plan shares of Stock subject to this Stock Option, and the income from and value of same, are not part of normal or expected compensation for the purposes of of, 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 mandatory payments; (h) the future value of the Shares shares of Stock underlying the this Stock Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares shares of Stock subject to this Stock Option do not increase in value, the this Stock Option will have no value; (j) if Participant the Optionee exercises the this Stock Option and acquires Shares, shares of Stock, the value of such Shares shares of Stock may increase or decrease in value, decrease, even below the Option Exercise Price; Price per Share; (k) for purposes of this Stock Option, the Optionee's Service Relationship will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Optionee provides services or the terms of the Optionee's employment or other service agreement, if any), and unless otherwise determined by the Company, the Optionee's right to vest in this Stock Option, if any, will terminate and the Optionee's right to exercise any vested Stock Option will be measured as of such date and, in either case, will not be extended by any notice period (e.g., the Optionee's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under labor laws in the jurisdiction where the Optionee provides service or the terms of the Optionee's employment or other service agreement, if any); the Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of this Stock Option (including whether the Optionee may still be considered to be providing services while on a leave of absence); (l) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Stock Option resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer Optionee's Service Relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed the Optionee provides services or the terms of your the Optionee's employment or other 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) (m) unless otherwise provided in the Plan or by the Company in its discretion, the this Stock Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the this Stock 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 shares 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. Stock.
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Nature of Grant. By accepting the
Option, Participant acknowledges, understands Award, 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; time; (b) the grant of the
Option Performance Stock Units is
exceptional, voluntary and occasional and does not create any contractual or other right to receive fu
...ture grants of options, Performance Stock Units, or benefits in lieu of options, Performance Stock Units, even if options Performance Stock Units have been granted repeatedly in the past; 9/21 (c) all decisions with respect to future Option or other Performance Stock Unit grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary nor create a right to further employment or be interpreted as forming an employment or service contract with the Company, Employer and shall not interfere with the ability of the Employer or to terminate your employment relationship at any Parent or Subsidiary; time; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option Performance Stock Units and any the Shares acquired under subject to the Plan Performance Stock Units, and the value of and income from same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan Performance Stock Units and the income Shares subject to the Performance Stock Units, and the value of and income from 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the underlying Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if in consideration of the underlying Shares do not increase in value, grant of 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) Performance Stock Units, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Performance Stock Units resulting from Participant ceasing to provide termination of your employment or other services to with 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 local labor laws); and except where expressly prohibited under applicable law, you irrevocably release 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 Company 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, then, by participating in the Plan, Participant will jurisdiction to have arisen, you shall be deemed irrevocably to have agreed not waived your entitlement 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 (j) 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 Performance Stock Units and the Shares subject to the Option Performance Stock Units, and the value of and income from same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Subsidiary; (k) the Performance Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; (l) payment of your Performance Stock Units is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf; (m) you have no rights as a stockholder of the Company pursuant to the Performance Stock Units until Shares are actually delivered to you; and (n) if you reside outside the United States, 10/21 (A) the Performance Stock Units and the Shares subject to the Performance Stock Units, and the value of and income from same, are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that (B) neither the Company, the Employer Employer, nor any Parent or other Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's any local currency and the United States Dollar U.S. dollar that may affect the value of the Option or of Performance Stock Units, any amounts due to Participant you pursuant to the exercise settlement of the Option Performance Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement.
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Nature of Grant. By accepting the
Option, Participant acknowledges, understands and agrees Award, you acknowledge 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; time; (b) the grant of the
Option Performance Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Perform...ance Stock Units, or benefits in lieu of options, Performance Stock Units, even if options Performance Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future Option or other Performance Stock Unit grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, Employer and shall not interfere with the ability of the Employer or to terminate your employment relationship at any Parent or Subsidiary; time; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option Performance Stock Units and any the Shares acquired under subject to the Plan Performance Stock Units are extraordinary items that do not constitute part of your ordinary ongoing compensation; (g) the Performance Stock Units and the Shares subject to the Performance Stock Units are not intended to replace any pension rights or compensation; (g) (h) the Option and any Shares acquired under the Plan Performance Stock Units and the income and value of same, Shares subject to the Performance Stock Units are not part of normal or expected compensation or salary for purposes of any purposes, 8 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 Company, the Employer or any Subsidiary of the Company; (i) the Performance Stock Unit grant and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary of the Company; (j) the future value of the underlying Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (k) in consideration of the underlying Shares do not increase in value, grant of 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) Performance Stock Units, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Performance Stock Units resulting from Participant ceasing to provide termination of your employment or other services to with 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 local labor laws) and you irrevocably release 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 Company 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, then, by participating in the Plan, Participant will jurisdiction to have arisen, you shall be deemed irrevocably to have agreed not waived your entitlement 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 Performance Stock Units and the benefits evidenced under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; (m) payment of your Performance Stock Units is not secured by this Option Agreement a trust, insurance contract or other funding medium, and you do not create have any entitlement to have the Option interest in any fund 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 specific asset of the Option Company by reason of this Award or the account established on your behalf; and (n) you have no rights as a stockholder of any amounts due to Participant the Company pursuant to the exercise of the Option or the subsequent sale of any Performance Stock Units until Shares acquired upon exercise. are actually delivered to you.
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Nature of Grant.
By In accepting the
Option, Performance Share Units, Participant
acknowledges, understands and agrees 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; (b) the grant of the
Option Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Performance Sha...re Units, or benefits in lieu of options, Performance Share Units even if options Performance Share Units have been granted repeatedly in the past; (c) (b) all decisions with respect to future Option or other grants, awards of Performance Share Units, 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) (c) the future value of the underlying Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (d) 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 award of such Shares may increase or decrease in value, even below the Exercise Price; (k) Performance Share Units, no claim or entitlement to compensation or damages will shall arise from forfeiture termination of the Option Performance Share Units or any diminution in value of the Performance Share Units or Shares received when the Performance Share Units vest resulting from Participant ceasing to provide the Participant's termination of employment or other services to by the Company or the Employer any Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of local employment laws laws), and Participant irrevocably releases the Company and/or the Affiliate from any such claim that may arise; (e) in the jurisdiction where you are employed event of involuntary termination of Participant's employment (whether or not in breach of local employment laws), Participant's right to receive Performance Share Units and vesting under the terms of your employment agreement, Plan, if any), and in consideration any, will terminate effective as of the grant date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law or contract, and the Company shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of the Option to which Performance Share Units; (f) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant's participation in the Plan, or Participant's acquisition or sale of the underlying Shares; and (g) Participant is otherwise not entitled, Participant irrevocably agrees never hereby advised to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives consult with his or her ability, if any, to bring any such claim, own personal tax, legal 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 financial advisors regarding Participant's participation in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create before taking 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 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.
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