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 the Option, RSUs, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, Cray, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company Cray at any time, to the extent permitted by the Plan; (b) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, RSUs, or benefits in lieu of options,...RSUs, even if options RSUs have been granted in the past; (c) all decisions with respect to future Option RSU or other grants, if any, will be at the sole discretion of the Company; Cray; 4 (d) the Option RSU grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service services contract with the Company, Cray, the Employer or any Parent or Subsidiary; Subsidiary of Cray; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option RSUs and any the Shares acquired under subject to the Plan RSUs are not intended to replace any pension rights or compensation; (g) the Option RSUs and any the Shares acquired under subject to the Plan RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the 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 claim or entitlement to compensation or damages will arise from forfeiture of the Option RSUs resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), Participant's Termination, and in consideration of the grant of the Option RSUs to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, Cray, or any Parent or Subsidiary of Cray or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, Cray, any Parent or Subsidiary of Cray 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) (j) unless otherwise provided in the Plan or by the Company Cray in its discretion, the Option RSUs and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction Corporate Transaction affecting the Shares; and (m) (k) the following provisions apply only if Participant is providing services outside the United States: (i) the Option RSUs and the Shares subject to the Option RSUs are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, Cray, the Employer nor any Parent or Subsidiary of Cray will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option RSUs or of any amounts due to Participant pursuant to the exercise settlement of the Option RSUs or the subsequent sale of any Shares acquired upon exercise. settlement. View More
Nature of Grant. By 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 Stock Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of opt...ions, Stock Options, or benefits in lieu of options, Stock Options, even if options Stock Options have been granted repeatedly in the past; (c) all decisions with respect to future Stock Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will shall not 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 Stock Option and any the Shares acquired under subject to the Plan Stock Option, and the value of and income from same, are not intended to replace any pension rights or compensation; (g) the Stock Option and any the Shares acquired under subject to the Plan Stock Option, and the income and 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 the underlying Shares do not increase in value, the Stock Option will have no value; (j) if Participant exercises you exercise the Stock Option and acquires obtain Shares, the value of such the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (k) in consideration of the Stock Option Award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Stock Option 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 laws, 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 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 Stock Option and the Shares subject to the Stock Option, 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; 9/20 (m) the Stock Option 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; (n) you have no rights as a stockholder of the Company pursuant to the Stock Option until you exercise the Stock Option and Shares are actually delivered to you; and (o) if you reside outside the United States, (A) the Stock Option and the Shares subject to the Stock Option, 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 Stock Options, any amounts due to Participant you pursuant to the exercise of the Stock Option or the subsequent sale of any Shares acquired upon exercise. 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Nature of Grant. By This provision supplements Section 21 of the Restricted Stock Unit Agreement: In accepting the Option, grant of the Restricted Stock Units, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other r...ight 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 Restricted Stock Unit grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent or Subsidiary; (e) Participant is voluntarily participating in Affiliate; (b) the Plan; 4 (f) Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation (c) for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value Restricted Stock Units, the date of Termination shall be the Shares underlying date the Option Participant is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other longer actively providing services to the Company or its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, the Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate and the Participant's right to have settled any vested Restricted Stock Units, if any, will be measured as of such date and will not be extended by any notice period (e.g., the Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the grant Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option Restricted Stock Unit grant (including whether the Participant may still be considered to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by be providing services while on a court leave of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) absence); Appendix B - 3 (d) unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Restricted Stock 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; Company's Common Stock; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that (e) neither the Company, the Employer Company nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to the 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 This provision supplements Section 20 of the Restricted Stock Unit Agreement: In accepting the Option, grant of the Restricted Stock Units, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other r...ight 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 Restricted Stock Unit grant and the Participant's participation in the Plan will shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Parent or Subsidiary; (e) Participant is voluntarily participating in Affiliate; (b) the Plan; 4 (f) Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation (c) for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value Restricted Stock Units, the date of Termination shall be the Shares underlying date the Option Participant is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other longer actively providing services to the Company or its Affiliates (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant's employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, the Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate and the Participant's right to have Appendix B - 3 settled any vested Restricted Stock Units, if any, will be measured as of such date and will not be extended by any notice period (e.g., the Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the grant Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option Restricted Stock Unit grant (including whether the Participant may still be considered to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by be providing services while on a court leave of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) absence); (d) unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Restricted Stock 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; Company's Common Stock; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that (e) neither the Company, the Employer Company nor any Parent or Subsidiary will Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Option Restricted Stock Units or of any amounts due to the 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 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 Stock Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of opt...ions, Stock Options, or benefits in lieu of options, Stock Options, even if options Stock Options have been granted repeatedly in the past; (c) all decisions with respect to future Stock Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's your participation in the Plan will shall not 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 Stock Option and any the Shares acquired under subject to the Plan Stock Option, and the value of and income from same, are not intended to replace any pension rights or compensation; (g) the Stock Option and any the Shares acquired under subject to the Plan Stock Option, and the income and 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 the underlying Shares do not increase in value, the Stock Option will have no value; (j) if Participant exercises you exercise the Stock Option and acquires obtain Shares, the value of such the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (k) in consideration of the Stock Option Award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Stock Option 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 laws, 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 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 Stock Option and the Shares subject to the Stock Option, 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; (m) the Stock Option 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; (n) you have no rights as a stockholder of the Company pursuant to the Stock Option until you exercise the Stock Option and Shares are actually delivered to you; and (o) if you reside outside the United States, (A) the Stock Option and the Shares subject to the Stock Option, 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 Stock Options, any amounts due to Participant you pursuant to the exercise of the Stock 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 RSU Award, you acknowledge, understand and agrees that: (a) the 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 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 gran...ts of options, RSUs, other equity awards or benefits in lieu of options, equity awards, even if options equity awards have been granted in the past; (c) all (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 Company;(d)the 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; (e) Participant is Affiliate;(e)you are voluntarily participating in the Plan; 4 (f) the Option Plan;(f)the RSU Award and any Shares shares of Common Stock acquired under the Plan Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Option compensation;(g)the RSU Award and any Shares shares of Common Stock acquired under the Plan Plan, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the mandatory payments;(h)the future value of the Shares shares of Common Stock underlying the Option RSU Award is unknown, indeterminable, and cannot be predicted with certainty; (i) if 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 Common Stock, the value of such Shares shares of 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;(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 7. Exhibit 10.1 [Executives]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 any);(l)unless otherwise agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by with the Company in its discretion, writing, the Option RSU Award and any shares of Common Stock acquired under the Plan, and the benefits evidenced by this Option Agreement do income from and value of same, are not create granted as consideration for, or in connection with, any entitlement to have service you may provide as a director of the Option Company or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; 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 Affiliate; and(m)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 Common Stock acquired upon exercise. settlement of the RSU Award. 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Nature of Grant. By In accepting the Option, this Award of Restricted Stock Units, 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 (a)the grant of the Option Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Restricte...d 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 (b)all decisions with respect to future Option Restricted Stock 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 Administrator; (c)Participant is voluntarily participating in the Plan; 4 (f) (d)the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e)the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock 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 (f)the future value of the Shares underlying the Option Restricted Stock Units is unknown, indeterminable, indeterminable and cannot be predicted predicted; (g)for purposes of the Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 8 4834-0987-2372.2 where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date; provided, however, that such right to vest will be extended by any notice period (e.g., Participant's period of service will include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with certainty; (i) if local law); (h)unless otherwise provided in the underlying Shares Plan or by the Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not increase create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in value, connection with any corporate transaction affecting the Option will have no value; (j) Shares; and (i)the following provisions apply only if Participant exercises is providing services outside the Option United States: (i)the Restricted Stock Units and acquires Shares, the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii)Participant acknowledges and agrees that no Service Recipient 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 such the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares may increase or decrease in value, even below the Exercise Price; (k) no acquired upon settlement; and (iii)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 status as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and in consideration of the grant of the Option Restricted Stock Units 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, Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer each Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by 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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Nature of Grant. By In accepting the Option, this Award of Restricted Stock Units, 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 (a)the grant of the Option Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Restricte...d 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 (b)all decisions with respect to future Option Restricted Stock 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 Administrator; (c)Participant is voluntarily participating in the Plan; 4 (f) (d)the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e)the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock 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 (f)the future value of the Shares underlying the Option Restricted Stock 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 arise from forfeiture predicted; (g)for purposes of the Option resulting from Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant ceasing to provide employment or other is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the 8 4815-4668-6195.2 Administrator, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date; provided, however, that such right to vest will be extended by any notice period (e.g., Participant's period of service will include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law); (h)unless otherwise provided in the Plan or by the Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (i)the following provisions apply only if Participant is providing services outside the United States: (i)the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii)Participant acknowledges and agrees that no Service Recipient 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 Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and (iii)no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant's status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any), and in consideration of the grant of the Option Restricted Stock Units 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, Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer each Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by 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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Nature of Grant. By In accepting the Option, this Award of Restricted Stock Units, 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 (a)the grant of the Option Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Restricte...d 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 (b)all decisions with respect to future Option Restricted Stock 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 Administrator; (c)Participant is voluntarily participating in the Plan; 4 (f) (d)the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock Units are not intended to replace any pension rights or compensation; (g) (e)the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock 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 (f)the future value of the Shares underlying the Option Restricted Stock 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 arise from forfeiture predicted; (g)for purposes of the Option resulting from Restricted Stock Units, Participant's status as a Service Provider will be considered terminated as of the date Participant ceasing to provide employment or other is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (for any reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the 8 4820-6121-2660.2 Administrator, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date; provided, however, that such right to vest will be extended by any notice period (e.g., Participant's period of service will include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law); (h)unless otherwise provided in the Plan or by the Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (i)the following provisions apply only if Participant is providing services outside the United States: (i)the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii)Participant acknowledges and agrees that no Service Recipient 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 Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and (iii)no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant's status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant's employment or service agreement, if any), and in consideration of the grant of the Option Restricted Stock Units 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, Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer each Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by 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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Nature of Grant. By In accepting the Option, Award, 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 that:a.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 b.all decisions with respect to future Option Restricted Stock 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 c.Participant is voluntarily participating in the Plan; 4 (f) d.the Restricted Stock Units and the Option Shares subject to the Restricted Stock Units, and any Shares acquired under the Plan income and value of same, are not intended to replace any pension rights or compensation; (g) e.the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock 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, leave-related payments, holiday pay, pension or retirement or welfare benefits or similar payments; (h) mandatory payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Parent, Subsidiary, or Affiliate; f.the future value of the underlying Shares underlying the Option is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if g.unless otherwise agreed with the underlying Company, the Restricted Stock Units and the Shares do not increase in value, subject to the Option will have no value; (j) if Participant exercises Restricted Stock Units, and the Option income and acquires Shares, the value of such Shares same, are not granted as consideration for, or in connection with, the service Participant may increase provide as a director of any Parent or decrease in value, even below Subsidiary of the Exercise Price; (k) no Company. 6 h.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 termination of Participant's status as a Service Provider (regardless of the Employer (for any reason whatsoever, for the termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or rendering services or the terms of your Participant'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) unless any);i.unless otherwise provided in the Plan or by the Company in its discretion, the Option Restricted Stock Units and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option Restricted Stock 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; and (m) the j.the following provisions apply only if Participant is providing services outside the United States: (i) the Option 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; and (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option 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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