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 accepting participating in the Option, Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan; (b) the grant of the Option shares of Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of opti...ons, or benefits in lieu of options, shares of Restricted Stock, even if options shares of Restricted Stock have been granted in the past; (c) all decisions with respect to future Option or other grants, grants of shares of Restricted Stock, if any, will be at the sole discretion of the Company; Administrator; (d) the Option grant of the shares of Restricted Stock and the Participant's participation in the Plan will shall not create be interpreted to form a contractual or other relationship with the Company or its Affiliates; further, the award of shares of Restricted Stock hereunder shall not confer upon the Participant any right to employment continued service as a director of the Company and this Agreement shall not be construed in any way to limit the rights of the Company or be interpreted as forming an employment or service contract with its shareholders pursuant to the Company, organizational documents of the Employer or any Parent or Subsidiary; Company and applicable law; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option future value of the shares of Restricted Stock is unknown, indeterminable and any Shares acquired under cannot be predicted with certainty; -Rev. 1.2019 EXHIBIT 10.7 (g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Plan are not intended to replace any pension rights or compensation; (g) shares of Restricted Stock resulting from the Option termination of the service relationship; and any Shares acquired under (h) the Plan following provisions apply only if the Participant is resident outside the United States: (A) the shares of Restricted Stock, and the income and value of same, 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, purpose; 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 (B) the Company or the Employer (for any reason whatsoever, whether or shall 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 the Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option shares of Restricted Stock or of any amounts amount due to the Participant pursuant to upon lapse of restrictions on the exercise of the Option Restricted Stock or the subsequent sale of any Shares acquired upon exercise. shares of Stock acquired. 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Nature of Grant. By accepting the Option, Participant acknowledges, understands Award, you acknowledge, understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; time; (b) the grant of the Option Performance Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive fu...ture grants of options, Performance Stock Units, or benefits in lieu of options, Performance Stock Units, even if options Performance Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future Option or other Performance Stock Unit grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary nor create a right to further employment or be interpreted as forming an employment or service contract with the Company, Employer and shall not interfere with the ability of the Employer or to terminate your employment relationship at any Parent or Subsidiary; time; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option Performance Stock Units and any the Shares acquired under subject to the Plan Performance Stock Units, and the value of and income from same, are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan Performance Stock Units and the income Shares subject to the Performance Stock Units, and the value of and income from same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the underlying Shares underlying the Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if in consideration of the underlying Shares do not increase in value, grant of the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) Performance Stock Units, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Performance Stock Units resulting from Participant ceasing to provide termination of your employment or other services to with the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws); and except where expressly prohibited under applicable law, you irrevocably release the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary Company and the Employer from any such claim; claim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Plan, Participant will jurisdiction to have arisen, you shall be deemed irrevocably to have agreed not waived your entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in (j) the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option Performance Stock Units and the Shares subject to the Option Performance Stock Units, and the value of and income from same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Subsidiary; (k) the Performance Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; (l) payment of your Performance Stock Units is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf; (m) you have no rights as a stockholder of the Company pursuant to the Performance Stock Units until Shares are actually delivered to you; and (n) if you reside outside the United States, (A) the Performance Stock Units and the Shares subject to the Performance Stock Units, and the value of and income from same, are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that (B) neither the Company, the Employer Employer, nor any Parent or other Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's any local currency and the United States Dollar U.S. dollar that may affect the value of the Option or of Performance Stock Units, any amounts due to Participant you pursuant to the exercise settlement of the Option Performance Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By accepting participating in the Option, Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan; (b) the grant of the Option shares of Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of opti...ons, or benefits in lieu of options, shares of Restricted Stock, even if options shares of Restricted Stock have been granted in the past; (c) all decisions with respect to future Option or other grants, grants of shares of Restricted Stock, if any, will be at the sole discretion of the Company; Administrator; (d) the Option grant of the shares of Restricted Stock and the Participant's participation in the Plan will shall not create be interpreted to form a contractual or other relationship with the Company or its Affiliates; further, the award of shares of Restricted Stock hereunder shall not confer upon the Participant any right to employment continued service as a director of the Company and this Agreement shall not be construed in any way to limit the rights of the Company or be interpreted as forming an employment or service contract with its shareholders pursuant to the Company, organizational documents of the Employer or any Parent or Subsidiary; Company and applicable law; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option future value of the shares of Restricted Stock is unknown, indeterminable and any Shares acquired under cannot be predicted with certainty; (g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Plan are not intended to replace any pension rights or compensation; (g) shares of Restricted Stock resulting from the Option termination of the service relationship; and any Shares acquired under -Rev. 1.2018 EXHIBIT 10.7 (h) the Plan following provisions apply only if the Participant is resident outside the United States: (A) the shares of Restricted Stock, and the income and value of same, 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, purpose; 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 (B) the Company or the Employer (for any reason whatsoever, whether or shall 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 the Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option shares of Restricted Stock or of any amounts amount due to the Participant pursuant to upon lapse of restrictions on the exercise of the Option Restricted Stock or the subsequent sale of any Shares acquired upon exercise. shares of Stock acquired. 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Nature of Grant. By accepting participating in the Option, Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan; (b) the grant of the Option shares of Restricted Stock is exceptional, voluntary and occasional and does not create any contractual or other right to receive future g...rants of options, or benefits in lieu of options, shares of Restricted Stock, even if options shares of Restricted Stock have been granted in the past; (c) all decisions with respect to future Option or other grants, grants of shares of Restricted Stock, if any, will be at the sole discretion of the Company; Administrator;5-Rev. 01.2021 (d) the Option grant of the shares of Restricted Stock and the Participant's participation in the Plan will shall not create be interpreted to form a contractual or other relationship with the Company or its Affiliates; further, the award of shares of Restricted Stock hereunder shall not confer upon the Participant any right to employment continued service as a director of the Company and this Agreement shall not be construed in any way to limit the rights of the Company or be interpreted as forming an employment or service contract with its shareholders pursuant to the Company, organizational documents of the Employer or any Parent or Subsidiary; Company and applicable law; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option future value of the shares of Restricted Stock is unknown, indeterminable and any Shares acquired under cannot be predicted with certainty; (g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Plan are not intended to replace any pension rights or compensation; (g) shares of Restricted Stock resulting from the Option termination of the service relationship; and any Shares acquired under (h) the Plan following provisions apply only if the Participant is resident outside the United States: (A) the shares of Restricted Stock, and the income and value of same, 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, purpose; 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 (B) the Company or the Employer (for any reason whatsoever, whether or shall 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 the Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option shares of Restricted Stock or of any amounts amount due to the Participant pursuant to upon lapse of restrictions on the exercise of the Option Restricted Stock or the subsequent sale of any Shares acquired upon exercise. shares of Stock acquired. 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Nature of Grant. By In accepting this Stock Option, the Option, Participant Optionee 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 this Stock Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of stock options,... or benefits in lieu of stock options, even if stock options have been granted in the past; (c) all decisions with respect to future Option stock 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 (f) the (e) this Stock Option and the shares of Stock subject to this Stock Option, and any Shares acquired under the Plan related income and value, are not intended to replace any pension rights or compensation; (g) the (f) this Stock Option and the shares of Stock subject to this Stock Option, and any Shares acquired under the Plan and the related income and value of same, value, 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 or welfare benefits or similar payments; (h) (g) the future value of the Shares shares of Stock underlying the this Stock Option is unknown, indeterminable, and cannot be predicted with certainty; (i) (h) if the underlying Shares shares of Stock do not increase in value, the this Stock Option will have no value; (j) (i) if Participant the Optionee exercises the this Stock Option and acquires Shares, shares of Stock, the value of such Shares shares of Stock may increase or decrease in value, even below the Option Exercise Price; (k) (j) no claim or entitlement to compensation or damages will shall arise from forfeiture of the this Stock Option resulting from Participant ceasing to provide the termination of the Optionee's 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 the Optionee is employed or otherwise rendering services or the terms of your the Optionee's employment or service agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) any); (k) unless otherwise provided in the Plan or by the Company in its discretion, the this Stock Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the this Stock Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) shares of the following provisions apply only if Participant is providing services outside Company; (l) unless otherwise agreed with the United States: (i) the Company, this Stock Option and the Shares shares of Stock subject to the Option this Stock Option, and any related income and value, are not part granted as consideration for, or in connection with, the service the Optionee may provide as a director of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges Subsidiary; and agrees that (m) neither the Company, the Employer nor any Parent or Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's the Optionee's local currency and the United States Dollar that may affect the value of the this Stock Option or of any amounts due to Participant the Optionee pursuant to the exercise of the this Stock Option or the subsequent sale of any Shares shares of Stock acquired upon exercise. View More
Nature of Grant. By accepting participating in the Option, Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan; (b) the grant of the Option shares of Restricted Stock is exceptional, voluntary and occasional and does not create any contractual or other right to receive future g...rants of options, or benefits in lieu of options, shares of Restricted Stock, even if options shares of Restricted Stock have been granted in the past; (c) all decisions with respect to future Option or other grants, grants of shares of Restricted Stock, if any, will be at the sole discretion of the Company; Administrator;5-Rev. 12.2019 (d) the Option grant of the shares of Restricted Stock and the Participant's participation in the Plan will shall not create be interpreted to form a contractual or other relationship with the Company or its Affiliates; further, the award of shares of Restricted Stock hereunder shall not confer upon the Participant any right to employment continued service as a director of the Company and this Agreement shall not be construed in any way to limit the rights of the Company or be interpreted as forming an employment or service contract with its shareholders pursuant to the Company, organizational documents of the Employer or any Parent or Subsidiary; Company and applicable law; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option future value of the shares of Restricted Stock is unknown, indeterminable and any Shares acquired under cannot be predicted with certainty; (g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Plan are not intended to replace any pension rights or compensation; (g) shares of Restricted Stock resulting from the Option termination of the service relationship; and any Shares acquired under (h) the Plan following provisions apply only if the Participant is resident outside the United States: (A) the shares of Restricted Stock, and the income and value of same, 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, purpose; 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 (B) the Company or the Employer (for any reason whatsoever, whether or shall 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 the Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option shares of Restricted Stock or of any amounts amount due to the Participant pursuant to upon lapse of restrictions on the exercise of the Option Restricted Stock or the subsequent sale of any Shares acquired upon exercise. shares of Stock acquired. 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Nature of Grant. By accepting participating in the Option, Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan; (b) the grant of the Option shares of Restricted Stock is exceptional, voluntary and occasional and does not create any contractual or other right to receive future g...rants of options, or benefits in lieu of options, shares of Restricted Stock, even if options shares of Restricted Stock have been granted in the past; (c) all decisions with respect to future Option or other grants, grants of shares of Restricted Stock, if any, will be at the sole discretion of the Company; Administrator;5-Rev. 12.2021 (d) the Option grant of the shares of Restricted Stock and the Participant's participation in the Plan will shall not create be interpreted to form a contractual or other relationship with the Company or its Affiliates; further, the award of shares of Restricted Stock hereunder shall not confer upon the Participant any right to employment continued service as a director of the Company and this Agreement shall not be construed in any way to limit the rights of the Company or be interpreted as forming an employment or service contract with its shareholders pursuant to the Company, organizational documents of the Employer or any Parent or Subsidiary; Company and applicable law; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option future value of the shares of Restricted Stock is unknown, indeterminable and any Shares acquired under cannot be predicted with certainty; (g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Plan are not intended to replace any pension rights or compensation; (g) shares of Restricted Stock resulting from the Option termination of the service relationship; and any Shares acquired under (h) the Plan following provisions apply only if the Participant is resident outside the United States: (A) the shares of Restricted Stock, and the income and value of same, 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, purpose; 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 (B) the Company or the Employer (for any reason whatsoever, whether or shall 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 the Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option shares of Restricted Stock or of any amounts amount due to the Participant pursuant to upon lapse of restrictions on the exercise of the Option Restricted Stock or the subsequent sale of any Shares acquired upon exercise. shares of Stock acquired. 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Nature of Grant. By In accepting the Option, Restricted Stock Units, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of op...tions, Restricted Stock Units, or benefits in lieu of options, Restricted Stock Units even if options Restricted Stock Units have been granted awarded in the past; (c) nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the service of the Company as a member of the Board of Directors of the Company or in any other capacity; (d) all decisions with respect to future Option grants of Restricted Stock Units or other grants, if any, will be at the sole discretion of the Committee and/or Company; (d) the Option grant and (e) Participant's participation in the Plan will is voluntary; (f) the future value of the underlying Shares is unknown, indeterminable and unpredictable; (g) in the event of the termination of Participant's Continuous Service (as defined above) (for any reason whatsoever, whether or not create a later found to be invalid), unless otherwise expressly provided in this Agreement or determined by the Company, Participant's right to employment or be interpreted vest in the Restricted Stock Units under the Plan, if any, will terminate as forming an employment or service contract with of the Company, date Participant's Continuous Service terminated, as determined by the Employer or any Parent or Subsidiary; (e) Committee in its sole discretion; (h) if Participant is voluntarily participating in providing services outside the Plan; 4 (f) United States, the Option following additional provisions shall apply: (1) Restricted Stock Units and any the Shares acquired under the Plan are not intended subject to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes any purpose, including, but not limited to, calculation of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) (2) Restricted Stock Units and the future Shares subject to Restricted Stock Units, and the income and value of same, are not intended to replace any pension rights or compensation; (3) Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) Company; 5 (4) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of Participant's Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), invalid); and in consideration of the grant of the Option 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 (5) neither 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 of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant pursuant to the exercise settlement of the Option Restricted Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, Restricted Stock Units, Participant acknowledges, understands and agrees that: (a) the that:a.the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the b.the grant of the Option Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future... grants of options, Restricted Stock Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted in the past; (c) all c.all decisions with respect to future Option Restricted Stock Unit or other grants, if any, will be at the sole discretion of the Company; (d) the Option d.the Restricted Stock Unit grant and Participant's participation in the Plan will shall not create a right to employment continued service with the Employer, the Company or any Affiliate or be interpreted as forming an employment or a service contract with the Company, Employer, the Employer Company or any Parent or Subsidiary; (e) Participant Affiliate; e.Participant is voluntarily participating in the Plan; 4 (f) f.the grant of Restricted Stock Units and the Option Shares subject to the Restricted Stock Units, and any Shares acquired under the Plan income from and value of same, are not intended to replace any pension rights or compensation; (g) g.the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock Unit, and the income from 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, holiday pay, pension or retirement or welfare benefits or similar payments; (h) A-3 Exhibit 10.7h.unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; i.the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no j.no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer Participant's termination as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where you are Participant is employed or the terms of your employment Participant's service agreement, if any), any); and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) 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 k.the following provisions apply only if Participant is providing services outside the United States: (i) the Option i.the Restricted Stock Units and the Shares subject to the Option Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant and ii.Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant pursuant to the exercise settlement of the Option Restricted Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement. 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Nature of Grant. By In accepting the Option, Restricted Stock Units, Participant acknowledges, understands and agrees that: (a) the that:a.the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the b.the grant of the Option Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future... grants of options, Restricted Stock Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units have been granted in the past; (c) all c.all decisions with respect to future Option Restricted Stock Unit or other grants, if any, will be at the sole discretion of the Company; (d) the Option d.the Restricted Stock Unit grant and Participant's participation in the Plan will shall not create a right to employment continued service with the Employer, the Company or any Affiliate or be interpreted as forming an employment or a service contract with the Company, Employer, the Employer Company or any Parent or Subsidiary; (e) Participant Affiliate; e.Participant is voluntarily participating in the Plan; 4 (f) f.the grant of Restricted Stock Units and the Option Shares subject to the Restricted Stock Units, and any Shares acquired under the Plan income from and value of same, are not intended to replace any pension rights or compensation; (g) g.the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock Unit, and the income from 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, holiday pay, pension or retirement or welfare benefits or similar payments; (h) A-3 Exhibit 10.6h.unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; i.the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no j.no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer Participant's termination as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where you are Participant is employed or the terms of your employment Participant's service agreement, if any), any); and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) 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 k.the following provisions apply only if Participant is providing services outside the United States: (i) the Option i.the Restricted Stock Units and the Shares subject to the Option Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant and ii.Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant pursuant to the exercise settlement of the Option Restricted Stock Units or the subsequent sale of any Shares acquired upon exercise. settlement. 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