Nature of Grant Contract Clauses (790)

Nature of Grant. In accepting this Grant, Grantee acknowledges, understands and agrees that: (a) this Grant Agreement is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by this Grant Agreement; (b) the grant of this Grant is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of grants, even if grants have been made in the past; ...(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) Grantee is voluntarily accepting this Grant Agreement; (e) this Grant and the Shares allocated to this Grant are not intended to replace any pension rights or compensation and are outside the scope of Grantee's employment contract, if any; (f) this Grant and the Shares allocated to this Grant, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, 5 resignation, termination, redundancy, dismissal, end-of- service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) unless otherwise provided in this Grant Agreement or by the Company in its discretion, this Grant and the benefits evidenced by this Grant Agreement do not create any entitlement to have this Grant 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 (h) neither the Company nor any of its Affiliates shall be liable for any foreign exchange rate fluctuation between Grantee's local currency and the United States Dollar or the selection by the Company or any one of its Affiliates in its sole discretion of an applicable foreign exchange rate that may affect the value of this Grant (or the calculation of income or Tax-Related Items thereunder) or of any amounts due to Grantee pursuant to the settlement of this Grant or the subsequent sale of the Shares allocated to this Grant. View More

Nature of Grant. The following provision shall supplement Section 10 of the "All Non-US Countries" portion of this Addendum:By accepting the Award, the Participant acknowledges and agrees that the grant of PSUs is made by the Company (not the Participant's employer) in its sole discretion and that the value of the PSUs or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (a) any labo...r benefits including, but not limited to, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (b) any termination or severance indemnities or similar payments. If, notwithstanding the foregoing, any benefits under the Plan are considered salary or wages for any purpose under Argentine labor law, the Participant acknowledges and agrees that such benefits shall not accrue more frequently than on each Settlement Date.AUSTRALIA1.Australian Offer Document. The offer of PSUs is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of PSUs to Australian resident employees, which will be provided to the Participant with the Award Agreement.10AMECURRENT 741326349.3 6-May-21 16:392.Compliance with Law. Notwithstanding anything else in the Award Agreement, the Participant will not be entitled to, and shall not claim, any benefit under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth) (the "Corporations Act"), any other provision of the Corporations Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Participant's employer is under no obligation to seek or obtain the approval of its shareholders in general meeting for the purpose of overcoming any such limitation or restriction.3.Tax Information. The Plan is a program to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the "Act") applies (subject to the conditions in that Act).BELGIUMNo country-specific provisions.BRAZIL1.Compliance with Law. By accepting the Award, the Participant agrees to comply with all applicable Brazilian laws and pay any and all applicable taxes associated with the vesting of the Award and the sale of any shares of Common Stock obtained. View More

Nature of Grant. In accepting the Grant, the Beneficiary acknowledges, understands and agrees that:a.the 2020 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, unless otherwise provided in the 2020 Plan and this Grant Notice;b.the Grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs ...have been granted in the past;c.all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company;d.the Beneficiary's participation in the 2020 Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Beneficiary's employment relationship at any time with or without cause;e.the Beneficiary is voluntarily participating in the 2020 Plan;f.the RSUs and the Shares subject to the RSUs, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Beneficiary's employment contract, if any;g.the RSUs and the Shares subject to the RSUs, and the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;h.the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;i.the RSU grant will not be interpreted to form an employment contract with the Company, the Employer or any affiliated entity of the Company;j.the future value of the underlying Shares is unknown and cannot be predicted with certainty;k.no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of the Beneficiary's Presence (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Beneficiary is employed or the terms of the Beneficiary's employment agreement, if any); l.in the event of termination of the Beneficiary's Presence, the Beneficiary's right to receive all or part of his/her unvested RSUs and to acquire the relevant Shares as, if any, will terminate effective as of the date the Beneficiary receives notice of termination regardless of when such termination is effective; the Company shall have the exclusive discretion to determine when the Beneficiary's Presence has terminated for purposes of the RSUs; any period of notice, or compensation in lieu of such notice, that is given or ought to have been given under any contract, statute, common law or civil law shall be excluded from the period of the Beneficiary's Presence; andm.neither the Company nor any of its affiliated entities shall be liable for any foreign exchange fluctuation between the Beneficiary's local currency and the United States dollar or any other currency that may affect the value of the RSUs, or the value of any amount due to the Beneficiary pursuant to the RSUs or the subsequent sale of any Shares acquired under the 2020 Plan. View More

Nature of Grant. In accepting the grant, Recipient acknowledges 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, unless otherwise provided in the Plan and this Agreement;(b)the grant of the PSU is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted repeatedly in the past, ...and all decisions with respect to future PSU grants, if any, will be at the sole discretion of the Company; (c)Recipient's participation in the Plan shall not create a right to Continued Service with the Company or an Affiliate and shall not interfere with the ability the Company or an Affiliate to terminate Recipient's service relationship at any time with or without cause; (d)Recipient is voluntarily participating in the Plan; (e)the PSU is an extraordinary benefit and is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or an Affiliate; (f)the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty, and if Recipient vests in the PSU and obtains shares of Common Stock, the value of those shares may increase or decrease in value; and(g)in consideration of the grant of the PSU, no claim or entitlement to compensation or damages shall arise from termination of the PSU or diminution in value of the PSU or shares of Common Stock acquired through vesting of the PSU resulting from termination of Recipient's Continuous Service by the Company or an Affiliate (for any reason whatsoever) and Recipient irrevocably releases the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. View More

Nature of Grant. By accepting the Options, the Grantee acknowledges, understands, and agrees that: 11.1The grant of Options under this Agreement is made voluntarily by the Company under the Plan, which is established by and subject to the discretion of the Committee, and the Grantee's participation in the Plan is voluntary. 11.2The Options granted by this Agreement are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, te...rmination, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company. 11.3The future value of the Options or Common Stock underlying the Options is uncertain and cannot be predicted. If the underlying shares of Common Stock do not increase in value, the Option will have no value. 5 11.4Other than provided in the Plan or in this Agreement, the Options granted to the Grantee do not create any claim or entitlement to compensation or damages arising from forfeiture of the Options. View More

Nature of Grant. (a) Neither the Plan nor this Agreement shall (i) be deemed to give the Employee a right to remain an employee of the Employer, (ii) restrict the right of the Employer to discharge the Employee, with or without cause, or (iii) be deemed to be a written contract of employment. (b) The Employee acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Donaldson, in its sole discretion, at any time. Any amendment, modif...ication or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Employee's employment with the Employer. (c) The grant of the Restricted Stock Unit award under the Plan is a one‐time benefit and does not create any contractual or other right to receive an award or benefits in lieu of Restricted Stock Units in -4- the future. Future awards, if any, will be at the sole discretion of Donaldson, including, but not limited to, the form and timing of an award, the number of shares of Common Stock subject to an award and the vesting provisions. (d) The Employee's participation in the Plan is exceptional, voluntary and occasional. The value of the Employee's Restricted Stock Unit award is an extraordinary item of compensation outside the scope of the Employee's employment contract, if any. (e)The Employee's award of Restricted Stock Units, the shares of Common Stock subject to the Restricted Stock Units and the income and value of the same are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, redundancy, end of service payments, bonuses, long‐service awards, pension, or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for Donaldson, the Employer or any Affiliate. (f)No claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Unit award resulting from termination of the Employee's employment (for any reason whatsoever, whether or not later found to be invalid or in breach of local employment laws or the terms of the Employee's employment agreement, if any). (g)The future value of the shares of Common Stock subject to the Restricted Stock Unit award is unknown and cannot be predicted with certainty. The value of any underlying shares of Common Stock issued hereunder may increase or decrease. (h)Donaldson shall not be liable for any foreign exchange rate fluctuation, where applicable, between the Employee's local currency and the United States dollar that may affect the value of the Restricted Stock Unit or of any amounts due to the Employee pursuant to the award or the subsequent sale of any shares of Common Stock acquired under the award. (i)The Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by Donaldson in its discretion, to have the 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 of Common Stock. View More

Nature of Grant. In accepting the Performance Shares, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of Performance Shares and Dividend Equivalents is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Performance Shares or Dividend Equivalen...ts, or benefits in lieu of Performance Shares and Dividend Equivalents, even if Performance Shares and their corresponding Dividend Equivalents have been granted in the past; (c) all decisions with respect to future Performance Shares, Dividend Equivalents or other grants, if any, will be at the sole discretion of the Company; (d) the grant of Performance Shares and Dividend Equivalents and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service relationship with the Company; (e) You are voluntarily participating in the Plan; (f) the Performance Shares, Dividend Equivalents and Shares underlying the Performance Shares and Dividend Equivalents, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Performance Shares, Dividend Equivalents and Shares underlying the Performance Shares and Dividend Equivalents, and the income from and value of same, are not part of normal or expected compensation for 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 Shares underlying the Performance Shares and Dividend Equivalents is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from the forfeiture of Performance Shares and Dividend Equivalents resulting from your Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or service agreement, if any), and in consideration of the grant of Performance Shares and Dividend Equivalents, you agree not to institute any claim against the Company or any Affiliate or Subsidiary; (j) unless otherwise agreed with the Company, the Performance Shares, Dividend Equivalents and Shares underlying the Performance Shares and Dividend Equivalents, and the income from and value of same, are not granted as consideration for, or in connection with the service you may provide as a director of any Affiliate or Subsidiary; (k) unless otherwise provided in the Plan or by the Company in its discretion, the Performance Shares, Dividend Equivalents and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Shares, Dividend Equivalents 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 common stock; and (l) the Company shall not be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the Performance Shares, Dividend Equivalents or any amounts due to you pursuant to the settlement of the Performance Shares or subsequent sale of Shares acquired under the Plan. View More