Nature of Grant Clause Example from Business Contracts

Nature of Grant. In accepting the grant of the Option, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company as provided in the Plan; (b) the grant of the Option and any other options or Awards under the Plan is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, shares, Awards or any other benefit ...or compensation in lieu of future options, even if options have been granted in the past; (c) all decisions with respect to future options or Awards, if any, will be at the sole discretion of the Company; (d) your participation in the Plan shall not create a right to employment or service or be interpreted as forming or amending an employment or service contract with the Company and shall not interfere with the ability of the Employer to terminate your employment or service relationship at any time with or without Cause; (e) you are voluntarily participating in the Plan; (f) unless otherwise agreed with the Company, the Option and the shares of Common Stock subject to the Option, 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; (g) the Option and the shares of Common Stock subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation; (h) the Option and the shares of Common Stock subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or similar payments; (i) for purposes of the Option, your Continuous Service will be considered terminated as of the date determined by the Company in its sole discretion; (j) the future value of the shares underlying the Option is unknown and cannot be predicted with certainty; (k) if the value of the underlying shares does not exceed the exercise price upon exercise, the Option will have no value and if you exercise the Option, the value of the shares acquired upon exercise may increase or decrease in value, even below the exercise price; 3 (l) should you die owning shares of Common Stock or the Option, such shares or the Option may subject your estate to United States federal estate taxes, even if you are not otherwise subject to United States federal income tax or other United States employment taxes, and you should seek your own tax advice regarding this potential tax; (m) you disclaim any entitlement to compensation or damages arising from the termination of the Option, including as the result of termination of your employment or other service relationship 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 any employment or service agreement), or diminution in value of the shares of Common Stock; (n) the Plan and the Agreement set forth the entire understanding between you, the Company, the Employer, and any Affiliate regarding the acquisition of the shares of Common Stock and supersedes all prior oral and written agreements pertaining to the Option; and (o) the following provisions apply only if you are providing services outside the United States: (i) the Option and the shares of Common Stock subject to the Option, and the value and income of same, are not part of normal or expected compensation or salary for any purpose; and (ii) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to you pursuant to the exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon exercise. View More