Nature of Grant Clause Example with 377 Variations from Business Contracts
This page contains Nature of Grant clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (...c) all decisions with respect to future Option or other grants, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; 4 (f) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.View More
Variations of a "Nature of Grant" Clause from Business Contracts
Nature of Grant. By In accepting the Option, Participant grant, the Grantee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option SARs is voluntary and occasional and does not create any contractual or other right to receive future grants of options, SARs, or benefits in lieu of opti...ons, SARs, even if options SARs have been granted in the past; (c) all decisions with respect to future Option SARs or other grants, if any, will be at the sole discretion of the Company; Committee; (d) Nothing in this Agreement, the Option SAR grant and Participant's or the Grantee's participation in the Plan will not shall create a right to employment or be interpreted as forming an employment confer upon the Grantee any right to continue in the employ or service contract of the Company, the Grantee's employer (the "Employer"), or any subsidiary or affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company, the Employer or any Parent subsidiary or Subsidiary; affiliate, as applicable, or the rights of the Grantee, which rights are expressly reserved by each, to terminate the Grantee's employment or service relationship (if any) at any time and for any reason, with or without cause; (e) Participant the Grantee is voluntarily participating in the Plan; 4 3 (f) the Option SARs and any the Shares acquired under subject to the Plan SARs are not intended to replace any pension rights or compensation; (g) subject to Article 21.13 of the Option Plan, the SARs and any the Shares acquired under subject to the Plan SARs, and the income 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, 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 shall arise from forfeiture of the Option SARs resulting from Participant ceasing to provide the termination of the Grantee's employment or other services to the Company or the Employer service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of the Option SARs to which Participant the Grantee is otherwise not entitled, Participant the Grantee irrevocably agrees never to institute any claim against the Company, any Parent subsidiary or Subsidiary affiliate or the Employer, waives his or her the Grantee's ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary subsidiary and affiliate 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 the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided (j) for purposes of the SARs, the Grantee's employment relationship will be considered terminated as of the date the Grantee is no longer on the payroll records of the Company or any subsidiary or 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 Plan jurisdiction where the Grantee is employed or by the Company in its discretion, terms of the Option and Grantee's employment agreement, if any) the benefits evidenced by this Option Agreement do not create any entitlement to Board shall have the Option or any such benefits transferred to, or assumed by, another company nor exclusive discretion to determine when the Grantee is no longer an Employee for purposes of the Grantee's SAR grant (including whether the Grantee may still be considered to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting an Employee while on an approved leave of absence); and (k) 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 Grantee acknowledges and agrees that neither the Company, the Employer nor any Parent subsidiary or Subsidiary will affiliate 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 SARs or of any amounts due to Participant the Grantee pursuant to the exercise of the Option SARs or the subsequent sale of any Shares acquired upon exercise. View More
Nature of Grant. By In accepting the Option, grant, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the 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 from and value of same, are not intended to replace any pension rights or compensation; (g) compensation;(e)the Restricted Stock Units and the Option and any Shares acquired under subject to the Plan Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (h) the (f)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 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 Participating Company (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 applicable laws in the jurisdiction where you are employed Participant is a Service Provider), and unless otherwise expressly provided in this 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 and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under applicable laws in the jurisdiction where Participant is a Service Provider or the terms of your employment Participant's service agreement, if any), and in consideration any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is 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 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 Restricted Stock Units grant; (h)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 and(i)the following provisions apply only if Participant is providing services outside the United States: (i) the Option States:i.the Restricted Stock Units and the Shares subject to the Option Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will ii.the Company shall not 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; andiii.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 applicable laws in the jurisdiction where Participant is a Service Provider).12. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant's participation in the Plan, or Participant's acquisition or sale of the underlying Shares. Participant understands that there may be adverse tax consequences as a result of Participant's participation in the Plan, including the receipt or disposition of the Shares issued as payment for the vested Restricted Stock Units. Participant acknowledges that he or she should consult with a tax, legal or financial consultant, that he or she has had the opportunity to consult with any such consultants that Participant deems advisable in connection with the receipt or disposition of the Shares, and that Participant is not relying on the Company for any tax advice. View More
Nature of Grant. By In accepting the Option, Participant acknowledges, understands this 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; (b) the grant of the Option Award and any other awards under the Plan is exceptional, voluntary and occasional and does not create any contractual or ...other right to receive future grants of options, awards, shares or benefits any other benefit or compensation in lieu of options, future awards, even if options awards have been granted in the past; (c) all decisions with respect to future Option or other grants, awards, if any, will be at the sole discretion of the Company; (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) (e) the Option Award and any Shares acquired under the Plan shares of Common Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensation; (g) (f) the Option Award and any Shares acquired under the Plan shares of Common Stock subject to the Award, and the income and value of same, are not part paid in lieu of any normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; 4 (g) unless otherwise agreed with the Company, the Award and any shares deliverable thereunder, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate of the Company; (h) for purposes of the Award, your Continuous Service will be considered terminated as of the date determined by the Company in its sole discretion; (i) the future value of the Shares shares underlying the Option Award is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) predicted; (j) should you die owning shares of Common Stock or the Award, such shares or the Award may subject your estate to United States federal estate taxes, even if the underlying Shares do you are not increase in value, the Option will have no value; (j) if Participant exercises the Option otherwise subject to United States federal income tax or other United States employment taxes, and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; you should seek your own tax advice regarding this potential tax; (k) no claim or you disclaim any entitlement to compensation or damages will arise arising from forfeiture the termination of the Option resulting from Participant ceasing to provide employment or other services to Award, including as the Company or result of termination of your Continuous Service with 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 providing services or the terms of your any employment agreement, if any), and or service agreement), or diminution in consideration value of the grant shares of Common Stock; (l) the Plan and this Agreement set forth the entire understanding between you, the Company, the Employer, and any Affiliate regarding the acquisition of the Option shares of Common Stock and supersede all prior oral and written agreements pertaining 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; Award; and (m) the following provisions apply only if Participant is you are providing services outside the United States: (i) the Option Award and the Shares shares of Common Stock subject to the Option Award, and the value and income of same, are extraordinary items that 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 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 Award or of any amounts due to Participant you pursuant to the exercise vesting of the Option Award or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. vesting. View More
Nature of Grant. By In accepting the Option, Participant acknowledges, understands this 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; (b) the grant of the Option Award and any other awards under the Plan is exceptional, voluntary and occasional and does not create any contractual or ...other right to receive future grants of options, awards, shares or benefits any other benefit or compensation in lieu of options, future awards, even if options awards have been granted in the past; (c) all decisions with respect to future Option or other grants, awards, if any, will be at the sole discretion of the Company; 4 (d) the Option grant and Participant's participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent or Subsidiary; (e) Participant is you are voluntarily participating in the Plan; 4 (f) (e) the Option Award and any Shares acquired under the Plan shares of Common Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensation; (g) (f) the Option Award and any Shares acquired under the Plan shares of Common Stock subject to the Award, and the income and value of same, are not part paid in lieu of any normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (g) unless otherwise agreed with the Company, the Award and any shares deliverable thereunder, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate of the Company; (h) for purposes of the Award, your Continuous Service will be considered terminated as of the date determined by the Company in its sole discretion; (i) the future value of the Shares shares underlying the Option Award is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) predicted; (j) should you die owning shares of Common Stock or the Award, such shares or the Award may subject your estate to United States federal estate taxes, even if the underlying Shares do you are not increase in value, the Option will have no value; (j) if Participant exercises the Option otherwise subject to United States federal income tax or other United States employment taxes, and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; you should seek your own tax advice regarding this potential tax; (k) no claim or you disclaim any entitlement to compensation or damages will arise arising from forfeiture the termination of the Option resulting from Participant ceasing to provide employment or other services to Award, including as the Company or result of termination of your Continuous Service with 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 providing services or the terms of your any employment agreement, if any), and or service agreement), or diminution in consideration value of the grant shares of Common Stock; (l) the Plan and this Agreement set forth the entire understanding between you, the Company, the Employer, and any Affiliate regarding the acquisition of the Option shares of Common Stock and supersede all prior oral and written agreements pertaining 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; Award; and (m) the following provisions apply only if Participant is you are providing services outside the United States: (i) the Option Award and the Shares shares of Common Stock subject to the Option Award, and the value and income of same, are extraordinary items that 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 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 Award or of any amounts due to Participant you pursuant to the exercise vesting of the Option Award or the subsequent sale of any Shares shares of Common Stock acquired upon exercise. vesting. View More
Nature of Grant. By In accepting the Option, Options, 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 Options is voluntary and occasional and does not create any contractual or other right to receive future grants awards of options, Options, or benefits in lieu of opti...ons, Options even if options Options have been granted awarded in the past; (c) nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the service of the Company as a Director or in any other capacity; (d) all decisions with respect to future Option grants of Options 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 is voluntary; and (f) in the event of the termination of Participant's Continuous Service, and unless otherwise expressly provided in this Agreement or determined by the Company, Participant's right to employment or vest in the Options under the Plan, if any, will terminate as of the date Participant's Continuous Service terminated, as determined by the Committee in its sole discretion; similarly, any right to exercise Options after termination of Participant's Continuous Service will be interpreted as forming an employment or service contract with measured from the Company, the Employer or any Parent or Subsidiary; (e) date 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 longer providing Continuous Service, as determined by the Company Committee 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. sole discretion. View More
Nature of Grant. By accepting participating in the Option, Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, nature and may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan; (b) the grant of the Option Units is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in l...ieu of options, Units, even if options Units have been granted in the past; (c) all decisions with respect to future Option or other grants, grants of Units, if any, will be at the sole discretion of the Company; Administrator; (d) the Option grant of the Units and the Participant's participation in the Plan will shall not create be interpreted to form a contractual or other relationship with the Company or its Affiliates; further, the award of Units hereunder shall not confer upon the Participant any right to employment continued service as a director of the Company and this Agreement shall not be construed in any way to limit the rights of the Company or be interpreted as forming an employment or service contract with its shareholders pursuant to the Company, organizational documents of the Employer or any Parent or Subsidiary; Company and applicable law; (e) the Participant is voluntarily participating in the Plan; 4 (f) the Option future value of the underlying shares of Stock is unknown, indeterminable and any Shares acquired under cannot be predicted with certainty; (g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Plan are not intended to replace any pension rights or compensation; (g) Units resulting from the Option termination of the service relationship; and any Shares acquired under (h) the Plan following provisions apply only if the Participant is resident outside the United States: (A) the Units, the underlying shares of Stock, and the income and value of same, same are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Option is unknown, indeterminable, purpose; and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (k) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant ceasing to provide employment or other services to (B) the Company or the Employer (for any reason whatsoever, whether or shall not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar U.S. dollar that may affect the value of the Option Units or of any amounts amount due to the Participant pursuant to the exercise settlement of the Option Units or the subsequent sale of any Shares shares of Stock acquired upon exercise. settlement. -Rev. 1.2018 EXHIBIT 10.8 15. Not a Public Offering. If the Participant is resident outside the United States, the grant of Units under the Plan is not intended to be a public offering of securities in the Participant's country of residence. The Company has not submitted any registration statement, prospectus or other filings to securities authorities outside the United States unless otherwise required under local law, and the grant of Units is not subject to the supervision of securities authorities outside the United States. View More
Nature of Grant. By In accepting this grant of Units, the Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan The Program is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; time; (b) the grant of the Option This Award is voluntary and occasional a one-time benefit and does not create any contractual or other right to ...receive future grants of options, or Units, benefits in lieu of options, Units, or other Program Benefits in the future, even if options Units have been granted repeatedly in the past; (c) all All decisions with respect to future Option or other Unit grants, if any, and their terms and conditions, will be at made by the Committee, in its sole discretion of discretion; 8 (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company; (d) Company and 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; Employee; (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Units and Shares subject to the Option Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) 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 (iii) not part of the Employee's 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 payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the Shares underlying the Option Units is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (h) In consideration of 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) Award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and 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 Employee 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 its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement to pursue such claim claim; (i) The Units and agrees the Benefits under the Program, if any, will not automatically transfer to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided another company in the Plan case of a merger, take-over or by transfer of liability; and (j) Neither the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Units, the exercise amount realized upon settlement of the Option Units or the amount realized upon a subsequent sale of any Shares acquired upon exercise. settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. View More
Nature of Grant. By In accepting this grant of Units, the Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan The Program is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; time; (b) the grant of the Option This Award is voluntary and occasional a one-time benefit and does not create any contractual or other right to ...receive future grants of options, or Units, benefits in lieu of options, Units, or other Program Benefits in the future, even if options Units have been granted repeatedly in the past; 6 (c) all All decisions with respect to future Option or other Unit grants, if any, and their terms and conditions, will be at made by the Committee, in its sole discretion of discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company; (d) Company and 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; Employee; (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Units and Shares subject to the Option Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) 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 (iii) not part of the Employee's 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 payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the Shares underlying the Option Units is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (h) In consideration of 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) Award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and 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 Employee 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 its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement to pursue such claim claim; (i) The Units and agrees the Benefits under the Program, if any, will not automatically transfer to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided another company in the Plan case of a merger, take-over or by transfer of liability; and (j) Neither the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Units, the exercise amount realized upon settlement of the Option Units or the amount realized upon a subsequent sale of any Shares acquired upon exercise. settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. View More
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 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) 66584426-v15\GESDMS 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, pension or retirement or welfare benefits or similar payments; (h) the 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.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 the Employer (for 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 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 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, 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 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 andi.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 76584426-v15\GESDMS 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. View More
Nature of Grant. By In accepting this grant of Units, the Option, Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan The Program is established voluntarily by the Company, it is discretionary in nature, nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; time; (b) the grant of the Option This Award is voluntary and occasional a one-time benefit and does not create any contractual or other right to ...receive future grants of options, or Units, benefits in lieu of options, Units, or other Program Benefits in the future, even if options Units have been granted repeatedly in the past; (c) all All decisions with respect to future Option or other Unit grants, if any, and their terms and conditions, will be at made by the Committee, in its sole discretion of discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company; (d) Company and 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; Employee; (e) Participant The Employee is voluntarily participating in the Plan; 4 Program; (f) The Units and Shares subject to the Option Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any Shares acquired under are outside the Plan are scope of the Employee's employment contract, if any; (ii) 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 (iii) not part of the Employee's 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 payments, bonuses, long-service awards, pension or retirement or welfare benefits benefits, or similar payments; (h) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the Shares underlying the Option Units is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) if (h) In consideration of 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) Award, no claim or entitlement to compensation or damages will shall arise from forfeiture of the Option Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in whatsoever) and 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 Employee 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 its Subsidiaries from any such claim; if, notwithstanding the foregoing, claim that may arise; if any such claim is allowed found by a court of competent jurisdiction, jurisdiction to have arisen, then, by participating in signing or electronically accepting this Agreement, the Plan, Participant will Employee shall be deemed irrevocably to have agreed not waived the Employee's entitlement to pursue such claim claim; (i) The Units and agrees the Benefits under the Program, if any, will not automatically transfer to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) unless otherwise provided another company in the Plan case of a merger, take-over or by transfer of liability; and 7 (j) Neither the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary will of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the change in value of the Option or of any amounts due to Participant pursuant to Units, the exercise amount realized upon settlement of the Option Units or the amount realized upon a subsequent sale of any Shares acquired upon exercise. settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. View More
