Nature of Grant Clause Example from Business Contracts

Nature of Grant. In accepting this Award, the Participant acknowledges, understands and agrees that:(a) The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (b) The grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Shares or benefits in lieu of Restricted Shares, even if Restri...cted Shares or other awards have been granted in the past. (c) All decisions with respect to future grants of Restricted Shares or other awards, if any, will be at the sole discretion of the Company. (d) This Award and the Participant's participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any of its Subsidiaries and shall not interfere with the ability of the Company or any of its Subsidiaries, as applicable, to terminate the Participant's employment or service relationship (if any). (e) The Participant is voluntarily participating in the Plan. (f) This Award and the Shares subject to this Award are not intended to replace any pension rights or compensation. (g) This Award and the Shares subject to this Award, 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 subject to this Award is unknown, indeterminable and cannot be predicted with certainty. (i) No claim or entitlement to compensation or damages shall arise from forfeiture of this Award resulting from the Participant ceasing to provide employment or other services to the Company or any of its Subsidiaries (for any reason whatsoever, whether or not is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment agreement, if any). In consideration of the grant of this Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees other than in the event of Company's breach of this Agreement, to (i) not institute any claim against the Company or any of its Subsidiaries in connection with this Agreement, (ii) waive the ability, if any, to bring any such claim and (iii) release the Company and its Subsidiaries from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant 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. (j) Unless otherwise provided in the Plan or by the Company in its discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have this Award 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(k) The following provisions apply only if the Participant is providing services outside the United States:(i) this Award and the Shares subject to this Award are not part of normal or expected compensation or salary for any purpose; and(ii) the Participant acknowledges and agrees that neither the Company nor any Subsidiary 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 this Award or any amounts due to the Participant with respect to the settlement of this Award or any subsequent sale of any Shares acquired pursuant to this Award.9. Tax Consequences; No Advice Regarding Grant. The issuance of Vested Shares released from the forfeiture restrictions will have tax consequences for a Participant who is subject to U.S. federal taxation under the Code. The Award, the issuance of Restricted Shares and/or the issuance of Vested Shares released from the forfeiture restrictions may also have tax consequences for Participants who are subject to taxation in other jurisdictions. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding participation in the Plan or the acquisition or sale of the Shares subject to this Award. THE PARTICIPANT IS HEREBY ADVISED TO CONSULT WITH HIS OR HER OWN PERSONAL TAX, LEGAL AND FINANCIAL ADVISERS REGARDING HIS OR HER PARTICIPATION IN THE PLAN AND ANY TAX OR OTHER CONSEQUENCES ASSOCIATED WITH THIS AWARD. View More