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 your Option, Participant acknowledges, understands you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by under the Plan; (b) the grant of the this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of opt...ions, 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) the (e) this Option and any Shares acquired under the Plan shares of Common Stock subject to this Option, and the income and value of same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan 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 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 will have no value; (j) (h) if Participant exercises you exercise the Option and acquires Shares, acquire shares of Common Stock, the value of such Shares shares of Common Stock may increase or decrease in value, even below the Exercise Price; (k) exercise price 5. (i) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your 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 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; 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 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. exercise; (ii) this Option and the shares of Common Stock subject to this Option, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments. 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Nature of Grant. By In accepting the Option, Participant acknowledges, understands your option, you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by under the Plan; (b) the grant of the Option this option is exceptional, voluntary and occasional and does not create any contractual or other right to receive futur...e grants of options, options (whether on the same or different terms), or benefits in lieu of options, even if options have been granted in the past; (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, 6. (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; (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. 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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, 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 exceptional, voluntary, and occasional occasional, and does not create any contractual or other right to receive future grants of options, RSUs, or bene...fits in lieu of options, RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option RSUs or other grants, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating in the Option grant Plan; (e) the RSUs and Participant's participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, Company or the Employer and will not interfere with the ability of the Company or any Parent the Employer, as applicable, to terminate Participant's employment or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 service relationship (if any); (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not intended to replace any pension rights or compensation; (g) 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 any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement retirement, or welfare benefits or similar payments; (h) unless otherwise agreed with the Company, the RSUs, and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Parent, Subsidiary, or Affiliate; (i) the future value of the underlying 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 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 (i)the 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, 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 this Option, the Option, Participant acknowledges, understands acknowledges 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 Committee at any time, to the extent permitted by the Plan; time; (b) the grant of the this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of ...options, even if options have been granted repeatedly in the past; (c) all decisions with respect to future Option or other option grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will is voluntary; 6 (e) the Participant's participation in the Plan shall not create a right to further employment with the Company or be interpreted as forming the Employer and shall not interfere with the ability of the Company or the Employer to terminate the Participant's employment relationship at any time; (f) this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any Parent, Subsidiary, or Affiliate of the Company and that is outside the scope of the Participant's 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; contract, if any; (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 Common Units underlying the this Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) (h) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the this Option and acquires Shares, Common Units, the value of such Shares Units may increase or decrease in value, even below the Exercise Price; (k) (i) no claim or entitlement to compensation or damages will shall arise from the forfeiture of the Option 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, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed local labor laws) or the terms diminution of your employment agreement, if any), value of the Common Units issued and/or delivered upon exercise, and in consideration of the grant of the this Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or a Company Group Member and/or the Employer, waives his or her the Participant's ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and each such Company Group Member and/or 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, 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 claims; and (j) if the Participant resides outside of the U.S.: (A) this Option and any Common Units acquired under the Plan are not intended to replace any employee benefit rights or by the Company in its discretion, the Option and the benefits evidenced by compensation; (B) 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 purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and agrees that neither the Company, in no event should be considered as compensation for, or relating in any way to past services for the Employer nor or any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency Company Group Member; and (C) in the United States Dollar that may affect the value event of the Participant's Termination of Service (whether or not in breach of local labor laws), and subject to Section 1.1(b) or (c), as applicable, the Participant's right to vest in the Option or of any amounts due to Participant pursuant to under the exercise Plan, if any, will terminate effective as of the Option or date of Termination of Service. The Committee shall have the subsequent sale exclusive discretion to determine when the Participant is no longer actively providing service for purposes of any Shares acquired upon exercise. this Option. View More
Nature of Grant. By In accepting the Option, the 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; time; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted r...epeatedly 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 is voluntarily participating in the Plan; 5 (e) the Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract and shall not interfere with the Company, ability of the Employer Company or any Parent or Subsidiary; (e) Participant is voluntarily participating in Affiliate to terminate the Plan; 4 Participant's Continuous Service at any time; (f) the Option and any Shares acquired under subject to the Plan Option, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of the Participant's employment or service contract, or consulting arrangement, if any; (g) the Option and any Shares subject to the Option, and the income and value of the same, are not intended to replace any pension rights or compensation; (g) (h) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation 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) 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 and in no event should be considered as compensation for, or relating in any way to, past services to the Company or any Affiliate; (i) the Option grant will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; (j) the future value of the Shares subject to the Option is unknown and cannot be predicted with certainty; (k) if the Shares subject to the Option do not increase in value, the Option will have no value; (l) if the Participant acknowledges exercises the Option and agrees that neither acquires Shares, the value of such Shares may increase or decrease, even below the Exercise Price; (m) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from termination of the Participant's Continuous Service as described in Section 3(c) above and in Section 6.6 of the Plan (regardless of the reason for the termination and whether or not the termination is in breach of any employment law in the country where the Participant resides, even if such law is otherwise applicable to the Participant's employment benefits, and whether or not such termination is later found to be invalid); (n) unless otherwise agreed with the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency Option and the United States Dollar that may affect Shares subject to the Option, and the income and value of the Option same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any amounts due to Participant pursuant an Affiliate of the Company; and (o) for purposes of the Option, the Participant's Continuous Service will be considered terminated as of the date he or she is no longer actively employed by and/or providing services to the Company or an Affiliate, as applicable; the Participant's right, if any, to vest in the Option and/or exercise the Vested Portion of the Option or after termination of 6 Continuous Service (regardless of whether the subsequent sale termination is in breach of any Shares acquired upon exercise. employment law in the country where the Participant resides, even if such law is otherwise applicable to the Participant's employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date the Participant ceases to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where the Participant resides, even if such law is otherwise applicable to the Participant's employment benefits (e.g., active employment would not include a period of "garden leave" or similar period); the Committee, in its sole discretion, shall determine when the Participant is no longer actively employed for purposes of the Option (including whether the Participant may still be considered actively employed while on a leave of absence). 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Nature of Grant. By In accepting the Option, 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 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 grante...d in the past; (c) (b) all decisions with respect to future Option 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) Administrator; (c) Participant is voluntarily participating in the Plan; 4 (f) (d) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) (e) the Option and any Shares acquired under the Plan 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 is unknown, indeterminable, and cannot be predicted with certainty; (i) predicted; (g) if the underlying Shares do not increase in value, the Option will have no value; (j) (h) 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 (i) for purposes of the Option resulting from Option, 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 Option Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the grant of Administrator, (i) Participant's right to vest in the Option to under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant is otherwise may exercise the Option after such termination of Participant's engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not entitled, Participant irrevocably agrees never to institute be extended by 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 notice period mandated under employment laws in the Plan, jurisdiction where Participant will is employed or terms of Participant's engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Option grant (including whether Participant may still be deemed irrevocably considered to have agreed not to pursue such claim be providing services while on a leave of absence and agrees to execute any consistent with local law); and all documents necessary to request dismissal or withdrawal of such claim; (l) (j) unless otherwise provided in the Plan or by the Company Administrator 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 This provision supplements Section 18 of the Nonqualified Stock Option Agreement: In accepting the grant of the Option, the 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 futu...re 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 the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) Affiliate; (b) the Option and any the Shares acquired under subject to the Plan Option 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 (c) 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 Option, the Shares underlying Termination Date shall be the Option date the Participant 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 longer actively providing services to the Company or its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, the Participant's right to vest in the Option under the Plan, if any, will terminate and the Participant's right to exercise any vested Option, if any, will be measured as of such 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" Appendix B - 3 or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the grant Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option grant (including whether the Participant may still be considered 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 be providing services while on a court leave 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) absence); (d) 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; Company's Common Stock; 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 (e) neither the Company, the Employer Company nor any Parent or Subsidiary will Affiliate 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 or of any amounts due to the 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, grant, Participant acknowledges, understands and agrees that: (a) (i) 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) (ii) 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) (iii) all decisions with respect to future Option RSUs or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) (iv) Participant is voluntarily participating in the Plan; 4 (f) (v) 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) 4 (vi) 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 or salary for purposes of calculating any purpose, including, without limitation, the calculation any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Affiliate; (vii) the grant of the RSUs does not establish a service or employment relationship between Participant and the Company or any Affiliate; (viii) the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) (ix) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of Participant's Continuous Service Status (for any reason whatsoever, 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 or service agreement, if any), and in consideration of the grant of the Option RSUs to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, the Employer or any Parent or Subsidiary or the Employer, other Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer or any other Affiliates 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) (x) unless otherwise provided in the Plan or by the Company in its discretion, the Option grant of RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits RSUs 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; Common Stock of the Company; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) (xi) 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 local currency and the United States Dollar that may affect the value of the Option RSUs or the underlying Shares 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. Shares. View More
Nature of Grant. By In accepting the Option, grant, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option 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) (b) all decisions with respect to future Option RSUs or other grants, if any, will be at the sole discretion of the Company; (d) Committee; (c) the Option grant RSUs and Participant's participation in the Plan will not create a right Shares subject 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 RSUs are not intended to replace any pension rights or compensation; (g) (d) 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 or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (e) Participant is voluntarily participating in the Plan; (f) the future value of the Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) (g) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether RSUs upon Termination of Participant's service relationship (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 employment Participant's service agreement, if any), and in consideration of the grant of the Option RSUs to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, Company and any Parent or Subsidiary or the Employer, Subsidiary, waives his or her Participant's ability, if any, to bring any such claim, and releases the Company, Company and any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees agreed 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 Plan, 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 or be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; shares of the Company; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor Company and 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 RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. View More
Nature of Grant. By In accepting the Option, grant, the Participant acknowledges, agrees and 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 time; (b)the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs, or b...enefits in lieu of options, RSUs, even if options RSUs have been granted repeatedly in the past; (c) all (c)all decisions with respect to future Option RSUs or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and (d)the Participant's 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 the Participant's employment relationship (if any) at any Parent or Subsidiary; (e) time; (e)the Participant is voluntarily participating in the Plan; 4 (f) the Option Plan (f)the RSUs and any Shares acquired under the Plan Plan, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Participant's employment or service contract, if any; (g)the RSUs 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 Option (h)the RSUs and any Shares acquired under the Plan Plan, and the income and value of same, are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Parent, Subsidiary or affiliate of the Company; (i)the RSUs and the Participant's participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or affiliate 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 the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no (k)no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to Termination by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not in breach of local labor laws or whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed he or she is providing services or under the terms of your the employment agreement, if any), any) and in consideration of the grant of the Option to which RSUs, the Participant is otherwise agrees not entitled, Participant irrevocably agrees never to institute any claim against the company or the Employer; (l)unless otherwise agreed with the Company, the RSUs and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Parent or Subsidiary (m)neither the Company, the Employer nor any other Parent, Subsidiary or affiliate of the Company is 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 RSUs or of any amounts due to him or her from the settlement of the RSUs or the Employer, waives his or her ability, if any, to bring subsequent sale of any such claim, Shares acquired upon settlement; 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 (n)unless otherwise provided in the Plan or by the Company in its discretion, the Option grant of the RSUs and the benefits evidenced by this Option Agreement under the Plan, if any, 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, exchange, 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. Common Stock. View More
