Nature of Grant Clause Example with 377 Variations from Business Contracts
This page contains Nature of Grant clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.View More
Variations of a "Nature of Grant" Clause from Business Contracts
Nature of Grant. By In accepting the Option, grant of the RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, Corporation, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company Corporation 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, 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 awards or other grants, if any, will be at the sole discretion of the Company; Corporation; (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 subject to the Plan RSUs 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; (h) (g) the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (h) for purposes of the RSUs, unless otherwise expressly provided in this Award Agreement or determined by the Corporation, the Participant's right to vest in the RSUs under the Plan, if any, will terminate as of the Termination Date and will not be extended by any notice period (e.g., the 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 the Participant is employed or providing services or the terms of the Participant's employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine the Termination Date (including whether the Participant may still be considered to be providing services while on a leave of absence); 6 (i) unless otherwise provided in the Plan or by the Corporation in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Corporation's Shares; and (j) the following provisions apply if the underlying Participant is providing services outside the United States: (i) the RSUs and the Shares do subject to the RSUs are not increase in value, the Option will have no value; (j) if Participant exercises the Option part of normal or expected compensation or salary for any purpose; and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) (ii) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer Participant's active service (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or providing services or the terms of your the Participant's employment or service agreement, if any), and in consideration of the grant of the Option RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, Corporation or any Parent or Subsidiary or the Employer, Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Corporation and the Employer its 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, the 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 (iii) 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 Corporation nor any Parent or Subsidiary will shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option RSUs or of any amounts due to the Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement.00 8.No Advice Regarding Grant. The Participant is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Participant may determine is needed or appropriate with respect to the RSUs (including, without limitation, to determine the tax consequences with respect to the RSUs and any Shares that may be acquired upon settlement of the RSUs) or to his or her participation in the Plan. Neither the Corporation nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Award Agreement) or recommendation with respect to the RSUs or the Participant's participation in the Plan. View More
Nature of Grant. By In accepting the Option, Participant Optionee 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; 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 gran...ted in the past; (c) all decisions with respect to future Option or other option grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's 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) (e) 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 Plan, and the income and value of same, are extraordinary items and 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; (f) unless otherwise agreed with the Company, the Option and the Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a Non-Employee Director; (g) the Option grant and Optionee's participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Parent or Subsidiary of the Company; (h) the future value of the 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; 27 (j) if Participant Optionee exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture in the event of termination of Optionee's employment (regardless of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment local labor laws in the jurisdiction where you are employed or the terms of your Optionee's employment or service agreement, if any), any right to vest in the Option will terminate and any post-termination exercise period will be measured as of the date of Optionee's termination of active services and will not be extended by any notice period mandated under local law (e.g., active services would not include any contractual notice period or any period of "garden leave" or similar period pursuant to local law or Optionee's employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when Optionee is no longer providing active services for purposes of this Option grant; and (m) if Optionee resides outside the U.S., the following additional provisions shall apply: (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from termination of Optionee's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Option to which Participant Optionee is otherwise not entitled, Participant Optionee irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary Company or the Employer, waives his or her Optionee's ability, if any, to bring any such claim, and releases 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 Optionee 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, claims; (ii) the Option and any Shares acquired under 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 Plan, and the Shares subject to the Option income and value of same, are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that (iii) 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 Optionee's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant Optionee 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 accepting participating in the Option, Plan, Participant acknowledges, understands and agrees that: (a) the a)the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the b)the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits ...in lieu of options, even if options have been granted in the past; (c) all c)all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) d)the grant of the Option grant and 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 or the Employer and shall not interfere with the ability of the Company, the Employer or any Parent or Subsidiary; (e) Participant Subsidiary, as applicable, to terminate Participant's employment relationship; e)Participant is voluntarily participating in the Plan; 4 (f) the f)the Option and any the Ordinary Shares acquired purchased under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the g)the Option and any the Ordinary Shares acquired purchased under the Plan Plan, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) h)unless otherwise agreed with the Company in writing, the Option and the Ordinary Shares purchased under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the services Participant may provide as a director of any parent or Subsidiary of the Company; i)the future value of the underlying Ordinary 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 certainty and acquires Shares, the value of such the Ordinary Shares purchased under the Plan may increase or decrease in value, the future, even below the Exercise Option Price; (k) no j)no claim or entitlement to compensation or damages will shall arise from forfeiture of the any Option resulting from Participant ceasing to provide the termination of Participant's employment or other services to the Company or the Employer (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant's employment agreement, if any); k)in the event Participant's employment is terminated (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), and in consideration Participant's Option 6737452-v2\GESDMS2 under the Plan, if any, will terminate effective as of Participant's last day of active employment. The Board and/or the grant of Administrator shall have the Option exclusive discretion to which determine when 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 no longer actively employed for purposes of competent jurisdiction, then, by participating in the Plan, Plan (including whether Participant will be deemed irrevocably to have is actively employed while on a leave of absence); l)unless otherwise 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 with the Plan or by the Company in its discretion, Company, the Option and the benefits evidenced by this Option Agreement do Ordinary Shares purchased under the Plan, and the income from and value of same, are not create any entitlement to have the Option granted as consideration for, or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with with, the services Participant may provide as a director of any corporate transaction affecting parent or subsidiary of the Shares; 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 m)neither the Company, the Employer nor any Parent or Subsidiary will 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 or of any amounts due to Participant pursuant to the exercise purchase of the Option Ordinary Shares or the subsequent sale of any Ordinary Shares acquired upon exercise. purchased under the Plan. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, options or benefits in lieu of... options, even if options have been granted in the past; 3. (c) all decisions with respect to future Option Options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Affiliate; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option and any Shares shares of Common Stock acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares shares of Common Stock acquired under the Plan Plan, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Shares shares of Common Stock underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares shares of Common Stock do not increase in value, the Option will have no value; (j) if Participant exercises you exercise the Option and acquires Shares, acquire shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, even below the Exercise Price; exercise price; (k) no claim or entitlement to compensation or damages will arise from forfeiture for purposes of the Option resulting from Participant ceasing to provide employment or other Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in consideration this Option Agreement or determined by the Company, (i) your right to vest in the Option under the Plan, if any, and (ii) the period (if any) during which you may exercise the Option after such termination of Continuous Service will terminate as of such date and in each instance will not be extended by any notice period or any period of "garden leave" or similar period mandated under employment laws in the grant jurisdiction where you are employed or the terms of your employment agreement, if any); and the Plan Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option (including whether you may still be considered to which Participant is otherwise be providing services while on a leave of absence); (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from your termination of Continuous Service (for any reason whatsoever, whether or not entitled, Participant irrevocably agrees never later found to institute any claim against be invalid or in breach of employment laws in the Company, any Parent or Subsidiary jurisdiction where you are employed, or the Employer, waives his or her ability, terms of your employment agreement, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) any); 4. (m) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option and any shares of Common Stock acquired under the benefits evidenced by this Option Agreement do Plan, and the income from and value of same, are not create granted as consideration for, or in connection with, any entitlement to have service you may provide as a director of the Option Company or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Affiliate; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that (n) neither the Company, the Employer nor or any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant you pursuant to the exercise of the Option or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, options or benefits in lieu of... options, even if options have been granted in the past; (c) all decisions with respect to future Option Options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Affiliate; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option and any Shares shares of Common Stock acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares shares of Common Stock acquired under the Plan Plan, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Shares shares of Common Stock underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares shares of Common Stock do not increase in value, the Option will have no value; (j) if Participant exercises you exercise the Option and acquires Shares, acquire shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, even below the Exercise Price; exercise price; 3. (k) no claim or entitlement to compensation or damages will arise from forfeiture for purposes of the Option resulting from Participant ceasing to provide employment or other Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in consideration the Option Agreement or determined by the Company, (i) your right to vest in the Option under the Plan, if any, and (ii) the period (if any) during which you may exercise the Option after such termination of Continuous Service will terminate as of such date. However, unless otherwise determined by the grant Company, the Option will continue to vest through any statutory notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any; the Plan Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option (including whether you may still be considered to which Participant is otherwise be providing services while on a leave of absence); (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from your termination of Continuous Service (for any reason whatsoever, whether or not entitled, Participant irrevocably agrees never later found to institute any claim against be invalid or in breach of employment laws in the Company, any Parent or Subsidiary jurisdiction where you are employed, or the Employer, waives his or her ability, terms of your employment agreement, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) any); (m) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option and any shares of Common Stock acquired under the benefits evidenced by this Option Agreement do Plan, and the income from and value of same, are not create any entitlement to have the Option granted as consideration for, or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with with, any corporate transaction affecting service you may provide as a Director of the Shares; Company or a member of the board of directors of any Affiliate; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that (n) neither the Company, the Employer nor or any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant you pursuant to the exercise of the Option or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. 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Nature of Grant. By In accepting the Option, Participant Optionee 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; 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 gran...ted repeatedly in the past; (c) all decisions with respect to future Option or other option grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's 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) (e) 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 Plan, and the income and value of same, are not part of normal or expected compensation for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) 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 or affiliate of the Company; (f) the Option and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) the future value of the Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) certainty, and if the underlying Shares do not increase in value, the Option will have no value; (j) further, if Participant Optionee exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) (h) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option resulting from Participant ceasing to provide termination of Optionee's 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 Optionee is otherwise not entitled, Participant Optionee irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary Company 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; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will Optionee 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) claims; (i) unless otherwise provided determined by the Company, in the Plan event Optionee ceases to be a Service Provider (whether or by not in breach of local labor laws), the Company Optionee's right to vest in its discretion, the Option and under the benefits evidenced by Plan (including this Option Agreement do and the Notice of Grant), if any, will terminate effective as of the date that the Optionee is no longer actively providing services and will not create be extended by any entitlement notice period mandated under local law (e.g., active employment or service would not include a period of "garden leave" or similar period pursuant to local law) or provided for under the terms of any employment agreement; furthermore, in the event of termination of the Optionee's employment (whether or not in breach of local labor laws and whether or not later to be found invalid), the Optionee's right to exercise the Option after termination of employment, if any, will be measured by reference to the date Optionee is no longer actively providing services and will not be extended by any notice period mandated under local law; the Administrator shall have the Option or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting determine when Optionee is no longer actively employed for purposes of the Shares; Option; and (m) the following provisions apply only (j) if Participant Optionee is providing rendering services outside the United States: States, (i) the Option and any Shares acquired under the Shares subject Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Option Company or the Employer, and which are not part outside the scope of normal Optionee's employment or expected compensation or salary for any purpose; service contract, if any; and (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 the Employer's local currency and the United States Dollar that may affect the value of the this Option or of any amounts proceeds due to Participant Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise. the Shares. 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Nature of Grant. By accepting the Option, Participant acknowledges, understands 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 of options, RSUs, or benefi...ts in lieu of options, RSUs, even if options RSUs have been granted in the past; (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 RSU grant and Participant's your participation in the Plan will not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income 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; Exhibit 10.17 (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 RSUs 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 your termination of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), Service, 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, or any Parent or Subsidiary 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 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 you 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) (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 Corporate Transaction affecting the Shares; and (m) (k) the following provisions apply only if Participant is you are providing services outside the United States: (i) the Option RSUs and the Shares subject to the Option RSUs are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges you acknowledge and agrees agree that neither the Company, the Employer nor any Parent or Subsidiary will 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 RSUs or of any amounts due to Participant you 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, Options, 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 Options is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Options, or benefits in lieu of options, Op...tions even if options Options have been granted in the past; 4 (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 Options 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 is voluntary; (f) in the event of the termination of Participant's Continuous Service, and unless otherwise expressly provided in this Agreement or determined by the Company, Participant's right to employment or vest in the Options under the Plan, if any, will terminate as of the date Participant's Continuous Service terminated, as determined by the Committee in its sole discretion; similarly, any right to exercise Options after termination of Participant's Continuous Service will be interpreted as forming an employment or service contract with measured from the Company, the Employer or any Parent or Subsidiary; (e) date Participant is voluntarily participating no longer providing Continuous Service, as determined by the Committee in its sole discretion; and (g) if Participant is providing services outside the Plan; 4 (f) United States, the Option following additional provisions shall apply: (1) Options and any the Shares acquired under the Plan are not intended subject to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan Options, and the income and value of same, are not part of normal or expected compensation for purposes any purpose, including, but not limited to, calculation 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) (2) Options and the future Shares subject to Options, and the income and value of same, are not intended to replace any pension rights or compensation; (3) Options are an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to 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) Company; (4) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Options 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 employed or the terms of your employment agreement, if any), invalid), and in consideration of the grant of the Option Options to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, Company or any Parent or Subsidiary or the Employer, of its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Company and the Employer its 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 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 and (5) neither the Company in nor 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 Subsidiaries 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 Options or of any amounts due to Participant pursuant to the exercise of the Option Options or the subsequent sale of any Shares acquired upon exercise. 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Nature of Grant. By accepting the Option, RSUs, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, Redfin, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company Redfin 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, RSUs, or benefits in lieu of options, RSU...s, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option RSU or other grants, if any, will be at the Redfin's sole discretion of the Company; discretion; (d) the Option RSU grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service services contract with the Company, Redfin, the Employer or any Parent or Subsidiary; Subsidiary or Affiliate; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income 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 RSUs is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will 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 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, Redfin, or any Parent or Subsidiary or Affiliate or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, Redfin, any Parent or Subsidiary or Affiliate and the Employer 2 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) (j) unless otherwise provided in the Plan or by the Company Redfin 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 Corporate Transaction affecting the Shares; and (m) (k) the following provisions apply only if Participant is providing services outside the United States: (i) the Option RSUs and the Shares subject to the Option RSUs are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, Redfin, the Employer nor any Parent or Subsidiary or Affiliate 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 RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. View More
Nature of Grant. By In accepting the Option, Participant acknowledges, understands your option, you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by under the Plan; (b) the grant of the Option this option is exceptional, voluntary and occasional and does not create any contractual or other right to receive futur...e grants of options, options (whether on the same or different terms), or benefits in lieu of options, even if options have been granted in the past; (c) all decisions with respect to future Option options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) (e) this option and the Option shares of Common Stock subject to this option, and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (f) the future value of the Shares shares of Common Stock underlying the Option option is unknown, indeterminable, and cannot be predicted with certainty; (i) (g) if the underlying Shares shares of Common Stock do not increase in value, the Option option will have no value; (j) (h) if Participant exercises you exercise the Option option and acquires Shares, acquire shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, even below the Exercise Price; (k) exercise price (i) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option this option resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or rendering services or the terms of your employment or service agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise this option, you irrevocably agree not entitled, Participant irrevocably agrees never to institute any claim against the Company, Company or any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) Affiliate, (j) unless otherwise provided in the Plan or by the Company in its discretion, the Option option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; shares of Common Stock; (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 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; 4. (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
