Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (
...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands Performance Units, you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Performance Units is voluntary and occasional and does not create any contractual or other right to receive future grant
...s of options, Performance Units, or benefits in lieu of options, Performance Units, even if options Performance Units have been granted in the past; (c) all decisions with respect to future Option Performance Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant of Performance Units and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, your Employer, or any Subsidiary and shall not interfere with the ability of the Company, your Employer or any Parent Subsidiary, as applicable, to terminate your employment or Subsidiary; service relationship (if any); (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan Performance Units are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan Performance Units and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option Performance Units is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will 4US/INTERNATIONAL EMPLOYEE shall arise from the forfeiture of the Option Performance Units resulting from Participant you ceasing to provide employment or other services to the Company or your 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 Performance Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, or your Employer or any Subsidiary; (j) in the event of involuntary termination of your active employment or other services (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 unless otherwise provided in consideration this Agreement or determined by the Company, your right to vest in the Performance Units under the Plan, if any, will terminate effective as of the grant date that you are no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), except as expressly provided herein, and that the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option Performance Units (including whether you 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 a court be providing services while on an approved 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); (k) unless otherwise provided in the Plan or by the Company in its discretion, the Option Performance Units and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Performance Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; shares of the Company; (l) if you are requested to make repayment under Paragraph 4, you will make repayment immediately; and (m) the following provisions apply only if Participant is you are providing services outside the United States: (i) the Option and the Shares subject to the Option Performance Units are not part of normal or expected compensation or salary for any purpose; and (ii) Participant acknowledges you acknowledge and agrees agree that neither the Company, the Employer nor any Parent or Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option Performance Units or the subsequent sale payout of any Shares acquired upon exercise. the Performance Units.
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands RSU Award, you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option RSU Award is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Restricte...d Stock Units, other equity awards or benefits in lieu of options, equity awards, even if options equity awards have been granted in the past; (c) all decisions with respect to future Option RSU Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Option RSU Award grant and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Parent or Subsidiary; Affiliate; (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option RSU Award and any Shares shares of Class A Common Stock acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option RSU Award and any Shares shares of Class A Common Stock acquired under the Plan Plan, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the future value of the Shares shares of Class A Common Stock underlying the Option RSU Award 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 RSU Award vests and acquires Shares, you are issued shares of Class A Common Stock, the value of such Shares shares of Class A Common Stock may increase or decrease in value, value following the date the shares are issued; even below the Exercise Price; (k) no claim or entitlement Fair Market Value on the date the RSU Award is granted to compensation or damages will arise from forfeiture you; 3 (j) for purposes of the Option resulting from Participant ceasing to provide employment or other RSU Award, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, your right to vest in the RSU Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any; and the Plan Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the grant RSU Award (including whether you may still be considered to be providing services while on a leave of absence); (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option RSU Award resulting from your termination of Continuous Service (for any reason whatsoever, whether or not later found to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against be invalid or in breach of employment laws in the Company, any Parent or Subsidiary jurisdiction where you are employed, or the Employer, waives his or her ability, terms of your employment agreement, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; any); (l) unless otherwise provided in the Plan or by agreed with the Company in its discretion, writing, the Option RSU Award and any shares of Class A Common Stock acquired under the Plan, and the benefits evidenced by this Option Agreement do income from and value of same, are not create any entitlement to have the Option granted as consideration for, or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with with, any corporate transaction affecting service you may provide as a Director of the Shares; Company or member of the board of directors of any Affiliate; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor or any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option RSU Award or the subsequent sale of any Shares shares of Class A Common Stock acquired upon exercise. settlement of the RSU Award.
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Nature of Grant. By accepting the
Option, Participant Award, the Grantee acknowledges, understands and agrees
that: (a) 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) Plan;(b) the grant of the
Option Restricted Share Units is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Restric...ted Share Units, or benefits in lieu of options, Restricted Share Units, even if options Restricted Share Units have been granted in the past; (c) past;(c) all decisions with respect to future Option restricted share units or other grants, if any, will be at the sole discretion of the Company; (d) 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 Grantee is voluntarily participating in the Plan; 4 (f) Plan;(e) the Option and any Shares acquired under grant of the Plan are Restricted Share Units does not intended to replace any pension rights or compensation; (g) establish a service relationship between the Option and any Shares acquired under the Plan Grantee 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) Company; Version: June 2022 3 (f) the future value of the Ordinary Shares underlying the Option Restricted Share Units is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) certainty;(g) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Share Units resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer Grantee's service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed the Grantee is providing services or the terms of your employment the Grantee's 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);(h) unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Share Units and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Restricted Share Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Ordinary 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 and(i) neither the Company, the Employer Service Recipient nor any Parent or other Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's the Grantee's local currency and the United States Dollar that may affect the value of the Option Restricted Share Units or of any amounts due to Participant the Grantee pursuant to the exercise settlement of the Option Restricted Share Units or the subsequent sale of any Ordinary Shares acquired upon exercise. settlement.10. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands RSU Award, you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in 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 RSU Award is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
optio...ns, Restricted Stock Units, or benefits in lieu of options, Restricted Stock Units, even if options Restricted Stock Units or other equity awards have been granted in the past; (c) all decisions with respect to future Option RSU Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant RSU Award and Participant's your participation in the Plan will shall not create a right to employment or other service relationship with the Company; (e) the RSU Award and your participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company, Company or the Employer Service Recipient, and shall not interfere with the ability of the Company or any Parent or Subsidiary; (e) Participant is the Service Recipient, as applicable, to terminate your Continuous Service (if any); (f) you are voluntarily participating in the Plan; 4 (f) (g) the Option RSU Award and any Shares acquired under the Plan shares of Common Stock subject to the RSU Award, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) (h) the Option RSU Award and any Shares acquired under the Plan shares of Common Stock subject to the RSU Award, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (i) unless otherwise agreed with the Company in writing, the RSU Award and the shares of Common Stock subject to the RSU Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate; (j) the future value of the Shares underlying the Option shares of Common Stock is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSU Award resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed providing service or the terms of your employment or other service agreement, if any); 4. (l) for purposes of the RSU Award, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any), and such date and will not be extended by any notice period (e.g., your period of Continuous Service will not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in consideration the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any); the Plan Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the 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 RSU Award (including whether you may still 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 considered to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; providing services while on a leave of absence); 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 Service Recipient or any Parent or Subsidiary will other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant you pursuant to the exercise settlement of the Option RSU Award or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. settlement of the RSU Award.
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands RSU 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; (b) the grant of the
Option RSU Award is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants o
...f 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 decisions with respect to future Option RSU Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant RSU Award and Participant's your participation in the Plan will shall not create a right to employment or other service relationship with the Company; (e) the RSU Award and your participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company, Company or the Employer Service Recipient, and shall not interfere with the ability of the Company or any Parent or Subsidiary; (e) Participant is the Service Recipient, as applicable, to terminate your Continuous Service (if any); (f) you are voluntarily participating in the Plan; 4 (f) (g) the Option RSU Award and any Shares acquired under the Plan shares of Common Stock subject to the RSU Award, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) (h) the Option RSU Award and any Shares acquired under the Plan shares of Common Stock subject to the RSU Award, and the income from and value of same, are not part of normal or expected compensation for purposes of of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (i) unless otherwise agreed with the Company in writing, the RSU Award and the shares of Common Stock subject to the RSU Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate; (j) the future value of the Shares underlying the Option shares of Common Stock is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSU Award resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed providing service or the terms of your employment or other service agreement, if any); (l) except as set forth herein, for purposes of the RSU Award, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any), and such date will not be extended by any notice period (e.g., your period of Continuous Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws 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 jurisdiction where you are providing service or the Employer, waives his terms of your employment or her ability, other service agreement, if any, any); the Board or Compensation Committee shall have the exclusive discretion to bring any such claim, determine when you are no longer actively providing services for purposes of your RSU Award (including whether you may still be considered to be providing services while on a leave of absence); 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 (m) neither the Company in its discretion, nor 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 Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant you pursuant to the exercise settlement of the Option RSU Award or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. settlement.
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands RSU 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; (b) the grant of the
Option RSU Award is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants o
...f 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 decisions with respect to future Option RSU Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant RSU Award and Participant's your participation in the Plan will shall not create a right to employment or other service relationship with the Company; (e) the RSU Award and your participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company, Company or the Employer Service Recipient, and shall not interfere with the ability of the Company or any Parent or Subsidiary; (e) Participant is the Service Recipient, as applicable, to terminate your Continuous Service (if any); (f) you are voluntarily participating in the Plan; 4 (f) (g) the Option RSU Award and any Shares acquired under the Plan shares of Common Stock subject to the RSU Award, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) (h) the Option RSU Award and any Shares acquired under the Plan shares of Common Stock subject to the RSU Award, and the income from and value of same, are not part of normal or expected compensation for purposes of of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) (i) unless otherwise agreed with the Company in writing, the RSU Award and the shares of Common Stock subject to the RSU Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate; (j) the future value of the Shares underlying the Option shares of Common Stock 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; 4. (k) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option RSU Award resulting from Participant ceasing to provide employment or other services to the Company or the Employer termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed providing service or the terms of your employment or other service agreement, if any); (l) for purposes of the RSU Award, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any), and such date will not be extended by any notice period (e.g., your period of Continuous Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws 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 jurisdiction where you are providing service or the Employer, waives his terms of your employment or her ability, other service agreement, if any, any); the Compensation Committee shall have the exclusive discretion to bring any such claim, determine when you are no longer actively providing services for purposes of your RSU Award (including whether you may still be considered to be providing services while on a leave of absence); 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 (m) neither the Company in its discretion, nor 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 Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant's your local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to Participant you pursuant to the exercise settlement of the Option RSU Award or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. settlement.
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands Performance Units, you acknowledge, understand and
agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and
it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Performance Units is voluntary and occasional and does not create any contractual or other right to receive future grant
...s of options, Performance Units, or benefits in lieu of options, Performance Units, even if options Performance Units have been granted in the past; (c) all decisions with respect to future Option Performance Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant of Performance Units and Participant's your participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, your Employer, or any Subsidiary of the Company and shall not interfere with the ability of the Company, your Employer or any Parent Subsidiary of the Company, as applicable to terminate your employment or Subsidiary; service relationship (if any); (e) Participant is you are voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan Performance Units are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan Performance Units and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option Performance Units is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will shall arise from the forfeiture of the Option Performance Units resulting from Participant you ceasing to provide employment or other services to the Company or your 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 Performance Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, or your Employer or any Subsidiary; (j) in the event of involuntary termination of your active employment or other services (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 unless otherwise provided in consideration this Agreement or determined by the Company, your right to vest in the Performance Units under the Plan, if any, will terminate effective as of the grant date that you are no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of "garden 4US/INTERNATIONAL EMPLOYEE leave" or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), except as expressly provided herein, and that the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option Performance Units (including whether you 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 a court be providing services while on an approved 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); (k) unless otherwise provided in the Plan or by the Company in its discretion, the Option Performance Units and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Performance Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; shares of the Company; (l) if you are requested to make repayment under Paragraph 4, you will make repayment immediately; and (m) the following provisions apply only if Participant is you are providing services outside the United States: (i) the Option and the Shares subject to the Option Performance Units are not part of normal or expected compensation or salary for any purpose; and (ii) Participant acknowledges you acknowledge and agrees agree that neither the Company, the Employer nor any Parent or Subsidiary will of the Company shall be liable for any foreign exchange rate fluctuation between Participant's your 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 Performance Units or the subsequent sale payout of any Shares acquired upon exercise. the Performance Units.
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Nature of Grant.
By In accepting the
Option, Participant Award, the Grantee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the
Option Restricted Share Units is
exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of
options, Restricted Share Units..., or benefits in lieu of options, Restricted Share Units, even if options Restricted Share Units have been granted in the past; (c) all decisions with respect to future Option restricted share units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant Grantee is voluntarily participating in the Plan; 4 (f) (e) the Option and any Shares acquired under grant of the Plan are Restricted Share Units does not intended to replace any pension rights or compensation; (g) establish a service relationship between the Option and any Shares acquired under the Plan Grantee 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) Company;(f) the future value of the Ordinary Shares underlying the Option Restricted Share Units is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) (g) no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Restricted Share Units resulting from Participant ceasing to provide employment or other services to the Company or termination of the Employer Grantee's service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where you are employed the Grantee is providing services or the terms of your employment the Grantee's 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); (h) unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Share Units and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Restricted Share Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Ordinary 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 and(i) neither the Company, the Employer Service Recipient nor any Parent or other Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's the Grantee's local currency and the United States Dollar that may affect the value of the Option Restricted Share Units or of any amounts due to Participant the Grantee pursuant to the exercise settlement of the Option Restricted Share Units or the subsequent sale of any Ordinary Shares acquired upon exercise. settlement.10. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.
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Nature of Grant.
By In accepting the
Option, Performance Restricted Stock Units, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in
nature, nature and may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of
the Option Performance Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future
grants a...wards of options, Performance Restricted Stock Units, or benefits in lieu of options, Performance Restricted Stock Units even if options Performance Restricted Stock Units have been granted awarded in the past; (c) nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the employment or service of the Employer, the Company or any Subsidiary or be interpreted as forming an employment or services contract with the Employer, the Company or any Subsidiary and shall not interfere with or restrict any way the ability of the Employer, the Company or any Subsidiary, as applicable, to terminate Participant's employment or service relationship, if any; 6 (d) all decisions with respect to future Option grants of Performance Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and (e) Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating voluntary; and (f) in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value event of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value termination of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer Participant's Continuous Service (as defined above) (for any reason whatsoever, whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant's employment agreement, if any), and unless otherwise determined by the Company, Participant's right to vest in consideration the Performance Restricted Stock Units under the Plan, if any, will terminate as of the grant of the Option to which date Participant is otherwise no longer actively rendering services and will not entitled, be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary is employed or the Employer, waives his or her ability, terms of Participant's employment agreement, if any, to bring any such claim, and releases any); 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 Committee shall have the Option or any such benefits transferred to, or assumed by, another company nor exclusive discretion to determine when Participant is no longer providing Continuous Service for purposes of this Agreement, including whether Participant may still be considered 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 active service while on a leave 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. absence. (g) [Reserved].
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Nature of Grant.
By In accepting the
Option, Participant acknowledges, understands and agrees that: grant of this Award, you acknowledge: (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 unless otherwise provided in the
extent permitted by the Plan; Plan and this Agreement; (b) the grant of the
Option Performance Award is voluntary and occasional and does not create any contractual or
... other right to receive future grants of options, grants, or benefits in lieu of options, Performance Awards, even if options Performance Awards have been granted repeatedly in the past; (c) all decisions with respect to any such future Option or other grants, Performance Awards, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will shall not create a right to further employment or be interpreted as forming an employment or service contract with your employer ("the Employer") and shall not interfere with the Company, ability of the Employer to terminate your employment relationship at any time with or any Parent or Subsidiary; without cause; (e) Participant is voluntarily participating your participation in the Plan; 4 Plan is voluntary; (f) the Option Performance Awards and any Shares acquired under the Plan shares of Common Stock subject to the Performance Awards are not intended to replace any pension rights or compensation; an extraordinary item of compensation which is outside the scope of your employment contract, if any; (g) the Option and any Shares acquired under the Plan Performance Awards and the income and value shares of same, Common Stock subject to the Performance Awards 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; payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any subsidiary or affiliate of the Company; (h) the Performance Awards and the shares of Common Stock subject to the Performance Awards are not intended to replace any pension rights or compensation; (i) in the event of termination of your employment (whether or not in breach of local labor laws), your right, if any, to vest in the Performance Awards under the Plan will terminate effective as of the date you are no longer actively employed regardless of any reasonable notice period mandated under local law; the Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Performance Award grant; (j) the Performance Awards have been granted to you in your status as an employee of the Employer, and, in the event the Employer is not the Company, the Performance Award grant can in no event be understood or interpreted to mean the Company is your employer or that you have an employment relationship with the Company; and furthermore, the Performance Award grant will not be interpreted to form an employment contract with the Employer or the Company; (k) the future value of the Shares underlying shares of Common Stock subject to the Option Performance Awards is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if and (l) 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 Awards, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Performance Awards resulting from Participant ceasing to provide termination of your employment or other services to by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) or diminution in value of the jurisdiction where you are employed Performance Awards or the terms shares of your employment agreement, if any), Common Stock subject to the Performance Awards for any reason whatsoever, and in consideration of you irrevocably release 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, jurisdiction to have arisen, then, by participating in the Plan, Participant you will be deemed irrevocably to have agreed not waived your entitlement 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; 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. claim.
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