Nature of Grant Clause Example with 377 Variations from Business Contracts
This page contains Nature of Grant clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.View More
Variations of a "Nature of Grant" Clause from Business Contracts
Nature of Grant. By In accepting the this Option, Participant acknowledges, understands you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be amended, modified, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (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 stock options, or bene...fits in lieu of stock options, even if stock options have been granted in the past; (c) all decisions with respect to future Option stock options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the (e) this Option and any Shares acquired under the Plan Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) the (f) this Option and any Shares acquired under the Plan Plan, and the income and value of same, are not part of normal or expected compensation for purposes purpose of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (g) unless otherwise agreed with the Company, this Option and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any Service you may provide as a director of any Parent, Subsidiary or Affiliate; (h) the future value of the Shares underlying the this Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the this Option will have no value; 29 (j) if Participant exercises the you exercise this Option and acquires acquire Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or service agreement, if any), and in consideration of the grant of the this Option to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, the Employer or any Parent or Parent, Subsidiary or the Employer, waives his or her Affiliate, waive your ability, if any, to bring any such claim, and releases release the Company, any Parent or Subsidiary and the Employer or any Parent, Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (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 you are providing services Service 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 States, neither the Company, Employer, the Employer Company nor any Parent Parent, Subsidiary or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the this Option or of any amounts due to Participant you pursuant to the exercise of the this Option or the subsequent sale of any Shares acquired upon exercise. View More
Nature of Grant. By accepting the Option, Participant The 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 may terminate, suspend or amend the Plan at any time, to the extent permitted by the Plan; 3 (b) the grant award of the Option made under this Agreement is voluntary completely independent of any other award or grant and occasional and does not create any contr...actual or other right to receive future grants is made at the sole discretion of options, or benefits in lieu of options, even if options have been granted in the past; Company; (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 Optionee is voluntarily participating in the Plan; 4 (e) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Optionee any right to any grants or awards in the future whatsoever; (f) the Option and any Option 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 the Optionee's ordinary salary, and shall not be considered as part of calculating any such salary in the event of severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Option and any Option Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (h) the future value of the Option 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 the Optionee exercises the Option and acquires Option Shares, the value of such the Option Shares may increase or decrease in value, even below the Exercise Purchase Price; (k) 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 termination of the Employer Optionee'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 the Optionee is employed or the terms of your the Optionee's employment or service agreement, if any), and in consideration of the grant award of the Option to which Participant the Optionee is otherwise not entitled, Participant the Optionee irrevocably agrees never to institute any claim against the Company, Company or any Parent or Subsidiary or the Employer, Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, Company and any Parent or Subsidiary and the Employer Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; ordinary shares of the Company; and 4 (m) the following provisions apply only if Participant the Optionee is providing services outside the United States: U.S.: (i) the Option and the Option Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; and (ii) Participant acknowledges and agrees that neither the Company, the Employer Company nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's the Optionee's local currency and the United States U.S. Dollar that may affect the value of the Option or of any amounts due to Participant the Optionee pursuant to the exercise of the Option or the subsequent sale of any Option Shares acquired upon exercise. View More
Nature of Grant. By In accepting the this Option, Participant acknowledges, understands you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be amended, modified, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (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 stock options, or bene...fits in lieu of stock options, even if stock options have been granted in the past; (c) all decisions with respect to future Option stock options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the (e) this Option and any Shares acquired under the Plan Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) the (f) this Option and any Shares acquired under the Plan Plan, and the income and value of same, are not part of normal or expected compensation for purposes purpose of calculating any severance, 4 resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (g) unless otherwise agreed with the Company, this Option and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any Service you may provide as a director of any Parent, Subsidiary or Affiliate; (h) the future value of the Shares underlying the this Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the this Option will have no value; (j) if Participant exercises the you exercise this Option and acquires acquire Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or service agreement, if any), and in consideration of the grant of the this Option to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, the Employer or any Parent or Parent, Subsidiary or the Employer, waives his or her Affiliate, waive your ability, if any, to bring any such claim, and releases release the Company, any Parent or Subsidiary and the Employer or any Parent, Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (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 you are providing services Service 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 States, neither the Company, Employer, the Employer Company nor any Parent Parent, Subsidiary or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the this Option or of any amounts due to Participant you pursuant to the exercise of the this Option or the subsequent sale of any Shares acquired upon exercise. View More
Nature of Grant. By In accepting the this Option, Participant acknowledges, understands you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be amended, modified, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (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 stock options, or bene...fits in lieu of stock options, even if stock options have been granted in the past; (c) all decisions with respect to future Option stock options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the (e) this Option and any Shares acquired under the Plan Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) the (f) this Option and any Shares acquired under the Plan Plan, and the income and value of same, are not part of normal or expected compensation for purposes purpose of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (g) unless otherwise agreed with the Company, this Option and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any Service you may provide as a director of any Parent, Subsidiary or Affiliate; (h) the future value of the Shares underlying the this Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the this Option will have no value; (j) if Participant exercises the you exercise this Option and acquires acquire Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or service agreement, if any), and in consideration of the grant of the this Option to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, the Employer or any Parent or Parent, Subsidiary or the Employer, waives his or her Affiliate, waive your ability, if any, to bring any such claim, and releases release the Company, any Parent or Subsidiary and the Employer or any Parent, Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (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 you are providing services Service 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 States, neither the Company, Employer, the Employer Company nor any Parent Parent, Subsidiary or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the this Option or of 4 any amounts due to Participant you pursuant to the exercise of the this Option or the subsequent sale of any Shares acquired upon exercise. 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 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 b...een 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 is voluntarily participating in the Plan; (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; 5 (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, holiday pay, 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 or amend 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 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) 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 this Option or of any amounts due to the Participant pursuant to the issuance of Shares upon exercise of the Option or the subsequent sale of such Shares; (o) unless otherwise agreed with the Company, the Option and the Shares subject to the Option, and the income and value of the same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate of the Company; and (p) 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 after termination of 6 Continuous Service (regardless of whether the 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 this Option, Participant acknowledges, understands you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be amended, modified, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (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 stock options, or bene...fits in lieu of stock options, even if stock options have been granted in the past; (c) all decisions with respect to future Option stock options or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the (e) this Option and any Shares acquired under the Plan Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) the (f) this Option and any Shares acquired under the Plan Plan, and the income and value of same, are not part of normal or expected compensation for purposes purpose of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (g) unless otherwise agreed with the Company, this Option and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any Service you may provide as a director of any Parent, Subsidiary or Affiliate; (h) the future value of the Shares underlying the this Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the this Option will have no value; (j) if Participant exercises the you exercise this Option and acquires acquire Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or service agreement, if any), and in consideration of the grant of the this Option to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the Company, the Employer or any Parent or Parent, Subsidiary or the Employer, waives his or her Affiliate, waive your ability, if any, to bring any such claim, and releases release the Company, any Parent or Subsidiary and the Employer or any Parent, Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (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 you are providing services Service 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 States, neither the Company, Employer, the Employer Company nor any Parent Parent, Subsidiary or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the this Option or of any amounts due to Participant you pursuant to the exercise of the this Option or the subsequent sale of any Shares acquired upon exercise. 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 are an extraordinary item that does 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 are not intended to replace any pension rights or compensation; (g) (h) the Option and any Shares acquired under subject to the Plan and the income and value of same, Option 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 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 underlying subject to the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) (k) if the underlying Shares subject to the Option do not increase in value, the Option will have no value; (j) (l) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, decrease, even below the Exercise Price; (k) (m) 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 termination of the Company or Participant's Continuous Service as described in Section 3(c) above and in Section 6.6 of the Employer (for any Plan (regardless of the reason whatsoever, for the termination and whether or not such 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 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 the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, Company or any Parent or Subsidiary or the Employer, Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Company and the Employer its 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, 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 claims; and (n) 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 6 any, to vest in the Plan or by Option and/or exercise 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 Vested Portion of the Option or after termination of Continuous Service (regardless of whether the termination is in breach of any amounts due to employment law in the country where the Participant pursuant resides, even if such law is otherwise applicable to the exercise 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 or (including whether the subsequent sale Participant may still be considered actively employed while on a leave of any Shares acquired upon exercise. absence). 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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, and the income and value of same, are not intended to replace any pension rights or compensation; (g) (c) unless otherwise agreed with the Company, the Option and any the Shares acquired under subject to the Plan Option, and the income and value of same, are not part granted as consideration for, or in connection with, the service the Participant may provide as a director of normal or expected compensation an Affiliate; 2 Appendix B - 3 (d) 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" 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); (e) 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 (f) 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, RSUs, the 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 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 RSU or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) (e) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not intended to replace any pension rights or compensation; (g) (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (g) 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) (h) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer Participant's Continuous Service (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are the Participant is employed or retained or the terms of your his or her employment 3 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, Company or any Parent or Subsidiary or the Employer, Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, Company and any Parent or Subsidiary and the Employer Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, 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) (i) unless otherwise provided in the Plan or by the Company in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSU or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; Shares of the Company; and (m) (j) the following provisions apply only if the 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; and (ii) Participant acknowledges and agrees that neither the Company, the Employer Company nor any Parent Subsidiary 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 RSUs or of any amounts due to the Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. View More
Nature of Grant. By 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, and the income and value of same, are not intended to replace any pension rights or compensation; (g) (c) unless otherwise agreed with the Company, the Option and any the Shares acquired under subject to the Plan Option, and the income and value of same, are not part granted as consideration for, or in connection with, the service the Participant may provide as a director of normal or expected compensation an Affiliate; Appendix B - 3 (d) 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" 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); (e) 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 (f) 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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