No Entitlement or Claims for Compensation Clause Example with 26 Variations from Business Contracts
This page contains No Entitlement or Claims for Compensation 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.
No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Performance Units under the Grant Letter and these Grant Conditions, the Grantee acknowledges the following: (a) the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of the Performance Units under the Plan is voluntary and occasional and does not cr...eate any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past; (c) all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee; (d) the Grantee is voluntarily participating in the Plan; (e) the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee's employer) and which are outside the scope of the Grantee's employment contract, if any; (f) the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee's normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation; (h) the grant of Performance Units and the Grantee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee's local currency that may affect the value of the Performance Units or the shares of Company Stock; and (j) the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee's cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee's employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee's entitlement to pursue such rights or claim.View More
Variations of a "No Entitlement or Claims for Compensation" Clause from Business Contracts
No Entitlement or Claims for Compensation. In connection with the acceptance of accepting the grant of the Performance Units under the Grant Letter and these Grant Conditions, the Grantee this Option, Optionee acknowledges the following: (a) the The Plan is established voluntarily by the Company, the grant of the Performance Units options under the Plan is made at the discretion of the Committee Company and the Plan may be modified, amended, suspended or terminated by the Company at any time; time. (b) the The grant of the Performance Un...its under the Plan this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, options, or benefits in lieu of them, options, even if Performance Units options have been granted repeatedly in the past; past. (c) all All decisions with respect to future grants of Performance Units, option grants, if any, will be at the sole discretion of the Committee; Company. (d) the Grantee Optionee is voluntarily participating in the Plan; Plan. (e) the Performance Units This Option and any shares of Company Stock Shares acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer Company or any Parent or Subsidiary (including, as applicable, the Grantee's Optionee's employer) and which are outside the scope of the Grantee's Optionee's employment contract, if any; any. (f) the Performance Units This Option and any shares of Company Stock Shares acquired under the Plan are not to be considered part of the Grantee's Optionee's normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; payments. (g) the Performance Units This Option and the shares of Company Stock any Shares subject to the award Option are not intended to replace any pension rights or compensation; compensation. (h) In the event that Optionee's employer is not the Company, the grant of Performance Units and the Grantee's participation in the Plan this Option will not be interpreted to form an employment contract or relationship with the Employer; Company and, furthermore, the grant of this Option will not be interpreted to form an employment contract with Optionee's employer or any Parent or Subsidiary of the Company. (i) the The future value of the underlying shares of Company Stock Shares is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee's local currency that may affect the value of the Performance Units or the shares of Company Stock; and -6- Stock Option Agreement - Early Exercise (j) the Grantee Optionee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee's Optionee's cessation of employment (for as a Service Provider for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee's employment agreement, if any), law, insofar as these rights, claim or entitlement arise or may arise from the Grantee's Optionee ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan exercise this Option as a result of such cessation or loss or diminution in value of the Performance Units Option or any of the shares Shares purchased through exercise of Company Stock acquired thereunder the Option as a result of such cessation, and the Grantee Optionee irrevocably releases Optionee's employer, the Employer Company and its Parent and Subsidiaries, as applicable, from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee then, by signing this Option Agreement, Optionee shall be deemed to have irrevocably waived the Grantee's Optionee's entitlement to pursue such rights or claim. View More
No Entitlement or Claims for Compensation. In As a condition to, and in consideration of, the grant, vesting, and exercise of this Option, and in receiving the Option, Option Shares, or any benefit relating to the Option, Optionee acknowledges and agrees that: (a) Optionee's rights, if any, in respect of or in connection with this Option or any other Award are derived solely from the acceptance discretionary decision of the grant of the Performance Units under the Grant Letter and these Grant Conditions, the Grantee acknowledges the foll...owing: (a) Company to permit Optionee to participate in the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the to benefit from a discretionary Award. The Plan may be modified, amended, suspended or terminated by the Company at any time; (b) time, unless otherwise provided in the grant Plan and this Agreement. By accepting this Option, Optionee expressly acknowledges that there is no obligation on the part of the Performance Units under Company to continue the Plan is voluntary and occasional and does not create and/or grant any contractual or other right additional Awards to receive future grants of Performance Units, Optionee or benefits in lieu of them, Options or any other Awards even if Performance Units Options have been granted repeatedly in the past; (c) all past. All decisions with respect to future grants of Performance Units, Option grants, if any, will be at the sole discretion of the Committee; (d) Committee. (b) This Option and the Grantee is voluntarily participating Shares subject to the Option are not intended to replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of Optionee's normal or expected compensation, and in no way represent any portion of Optionee's salary, compensation or other remuneration for any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, 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 Plan; (e) Company, the Performance Units Employer or any Parent, Subsidiary or Affiliate. The value of the Option and any shares of Company Stock acquired under the Plan Shares subject to the Option are an extraordinary items item that do not constitute compensation of any kind for services of any kind rendered to the Company, the Employer (including, as applicable, the Grantee's employer) or any Parent, Subsidiary or Affiliate and which are outside the scope of Optionee's written employment agreement (if any). (c) Optionee is voluntarily participating in the Grantee's employment contract, if any; (f) Plan. (d) Neither the Performance Units and Plan nor this Option or any shares of Company Stock acquired other Award granted under the Plan are not shall be deemed to be considered part give Optionee a right to remain an Employee, Consultant or director of the Grantee's normal Company, a Parent, Subsidiary or expected compensation an Affiliate. The Employer reserves the right to terminate the Service of Optionee at any time, with or salary without cause, and for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation; (h) the reason. (e) The grant of Performance Units the Option and the Grantee's Optionee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) Company, the Employer or any Parent, Subsidiary or Affiliate. (f) The future value of the underlying shares of Company Stock Shares is unknown and cannot be predicted with certainty. If the Grantee vests underlying Shares do not increase in value, the Performance Units Option will have no value. If Optionee exercises the Option and receives shares of Company Stock, obtains Shares, the value of the Shares acquired shares upon exercise may increase or decrease. The Grantee decrease in value, even below the Exercise Price. Optionee also understands that neither the Company Company, nor the Employer or any Parent, Subsidiary or Affiliate is not responsible for any foreign exchange fluctuation between the Employer's local currency and the United States Dollar and the Grantee's local currency that may affect the value of this Option. (g) In consideration of the Performance Units or grant of the shares of Company Stock; and (j) the Grantee shall have Option, no rights, claim or entitlement to compensation or damages as a result shall arise from forfeiture of the Grantee's cessation Option resulting from termination of employment Optionee's Service by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not in breach of contract or local labor law or laws). (h) The Company may require Options granted hereunder be exercised with, and the terms of Option Shares held by, a broker designated by the Grantee's employment agreement, Company. (i) Optionee's rights hereunder (if any) shall be subject to set-off by the Company for any valid debts the Optionee owes to the Company. (j) The Option and the benefits under the Plan, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing any, will not automatically transfer to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate another company in the Plan as case of a result merger, take-over or transfer of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee's entitlement to pursue such rights or claim. liability. View More
No Entitlement or Claims for Compensation. In (a) Optionee's rights, if any, in respect of or in connection with this Option or any other Award are derived solely from the acceptance discretionary decision of the grant of the Performance Units under the Grant Letter and these Grant Conditions, the Grantee acknowledges the following: (a) Company to permit Optionee to participate in the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the to ben...efit from a discretionary Award. The Plan may be modified, amended, suspended or terminated by the Company at any time; (b) time, unless otherwise provided in the grant Plan and this Agreement. By accepting this Option, Optionee expressly acknowledges that there is no obligation on the part of the Performance Units under Company to continue the Plan is voluntary and occasional and does not create and/or grant any contractual or other right additional Awards to receive future grants of Performance Units, Optionee or benefits in lieu of them, Options or any other Awards even if Performance Units Options have been granted repeatedly in the past; (c) all past. All decisions with respect to future grants of Performance Units, Option grants, if any, will be at the sole discretion of the Committee; (d) Committee. (b) This Option and the Grantee is voluntarily participating Shares subject to the Option are not intended to replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of Optionee's normal or expected compensation, and in no way represent any portion of Optionee's salary, compensation or other remuneration for any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, 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 Plan; (e) Company, the Performance Units Employer or any Parent, Subsidiary or Affiliate. The value of the Option and any shares of Company Stock acquired under the Plan Shares subject to the Option are an extraordinary items item that do not constitute compensation of any kind for services of any kind rendered to the Company, the Employer (including, as applicable, the Grantee's employer) or any Parent, Subsidiary or Affiliate and which are outside the scope of Optionee's written employment agreement (if any). (c) Optionee acknowledges that he or she is voluntarily participating in the Grantee's employment contract, if any; (f) Plan. (d) Neither the Performance Units and Plan nor this Option or any shares of Company Stock acquired other Award granted under the Plan are not shall be deemed to be considered part give Optionee a right to remain an Employee, Consultant or director of the Grantee's normal Company, a Parent, Subsidiary or expected compensation an Affiliate. The Employer reserves the right to terminate the Service of Optionee at any time, with or salary without cause, and for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock reason, subject to applicable laws, the award are not intended to replace any pension rights or compensation; (h) the Company's Articles of Incorporation and Bylaws and a written employment agreement (if any). (e) The grant of Performance Units the Option and the Grantee's Optionee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) Company, the Employer or any Parent, Subsidiary or Affiliate. (f) The future value of the underlying shares of Company Stock Shares is unknown and cannot be predicted with certainty. If the Grantee vests underlying Shares do not increase in value, the Performance Units Option will have no value. If Optionee exercises the Option and receives shares of Company Stock, obtains Shares, the value of the Shares acquired shares upon exercise may increase or decrease. The Grantee decrease in value, even below the Exercise Price. Optionee also understands that neither the Company Company, nor the Employer or any Parent, Subsidiary or Affiliate is not responsible for any foreign exchange fluctuation between the Employer's local currency and the United States Dollar and the Grantee's local currency that may affect the value of this Option. (g) In consideration of the Performance Units or grant of the shares of Company Stock; and (j) the Grantee shall have Option, no rights, claim or entitlement to compensation or damages as a result shall arise from forfeiture of the Grantee's cessation Option resulting from termination of employment Optionee's Service by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not in breach of contract or local labor law or the terms of the Grantee's employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock acquired thereunder as a result of such cessation, laws) and the Grantee Optionee irrevocably releases the Company and the Employer from any such rights, entitlement or claim that may arise. If, arise; if, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee Optionee shall be deemed irrevocably to have irrevocably waived the Grantee's Optionee's entitlement to pursue such claim. (h) Optionee agrees that the Company may require Options granted hereunder be exercised with, and the Option Shares held by, a broker designated by the Company. (i) Optionee agrees that his or her rights hereunder (if any) shall be subject to set-off by the Company for any valid debts the Optionee owes to the Company. (j) The 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 claim. transfer of liability. View More
No Entitlement or Claims for Compensation. In 11.1.The Participant's rights, if any, in respect of or in connection with the acceptance Units are derived solely from the discretionary decision of the grant of Company to permit the Performance Units under the Grant Letter and these Grant Conditions, the Grantee acknowledges the following: (a) the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or te...rminated by the Company at any time; (b) the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past; (c) all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee; (d) the Grantee is voluntarily participating in the Plan; (e) the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee's employer) and which are outside the scope of the Grantee's employment contract, if any; (f) the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee's normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation; (h) the grant of Performance Units and the Grantee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee's local currency that may affect the value of the Performance Units or the shares of Company Stock; and (j) the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee's cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee's employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity Participant to participate in the Plan as and to benefit from a result of such cessation or loss or diminution in value discretionary Award. By accepting the Units, the Participant expressly acknowledges that there is no obligation on the part of the Performance Company to continue the Plan and/or grant any additional Units or any other Awards to the Participant. The Units are not intended to be compensation of a continuing or recurring nature, or part of the shares Participant's normal or expected compensation, and in no way represents any portion of Company Stock acquired thereunder as a result the Participant's salary, compensation, or other remuneration for purposes of such cessation, and pension benefits, severance, redundancy, resignation or any other purpose. 11.2.Neither the Grantee irrevocably releases Plan nor the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee Units shall be deemed to give the Participant a right to remain an Employee, Director or Consultant of the Company or any other Participating Company. The Participating Company Group reserves the right to terminate the Service of the Participant at any time, with or without cause, and for any reason, subject to applicable laws, the Company's Certificate of Incorporation and Bylaws and a written employment agreement (if any), and the Participant shall be deemed irrevocably to have irrevocably waived any claim to damages or specific performance for breach of contract or dismissal, 7 compensation for loss of office, tort or otherwise with respect to the Grantee's entitlement Plan, the Units or any other outstanding Award that is forfeited and/or is terminated by its terms or to pursue such rights or claim. any future Award. View More
No Entitlement or Claims for Compensation. In 11.1The Participant's rights, if any, in respect of or in connection with the acceptance Units are derived solely from the discretionary decision of the grant of Company to permit the Performance Units under the Grant Letter and these Grant Conditions, the Grantee acknowledges the following: (a) the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or ter...minated by the Company at any time; (b) the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past; (c) all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee; (d) the Grantee is voluntarily participating in the Plan; (e) the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee's employer) and which are outside the scope of the Grantee's employment contract, if any; (f) the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee's normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation; (h) the grant of Performance Units and the Grantee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee's local currency that may affect the value of the Performance Units or the shares of Company Stock; and (j) the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee's cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee's employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity Participant to participate in the Plan as and to benefit from a result of such cessation or loss or diminution in value discretionary Award. By accepting the Units, the Participant expressly acknowledges that there is no obligation on the part of the Performance Company to continue the Plan and/or grant any additional Units or any other Awards to the Participant. The Units are not intended to be compensation of a continuing or recurring nature, or part of the shares Participant's normal or expected compensation, and in no way represents any portion of Company Stock acquired thereunder as a result the Participant's salary, compensation, or other remuneration for purposes of such cessation, and pension benefits, severance, redundancy, resignation or any other purpose. 7 11.2Neither the Grantee irrevocably releases Plan nor the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee Units shall be deemed to give the Participant a right to remain an Employee, Director or Consultant of the Company or any other Participating Company. The Participating Company Group reserves the right to terminate the Service of the Participant at any time, with or without cause, and for any reason, subject to applicable laws, the Company's Certificate of Incorporation and Bylaws and a written employment agreement (if any), and the Participant shall be deemed irrevocably to have irrevocably waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Grantee's entitlement Plan, the Units or any other outstanding Award that is forfeited and/or is terminated by its terms or to pursue such rights or claim. any future Award. View More
No Entitlement or Claims for Compensation. In 9.1 The Participant's rights, if any, in respect of or in connection with the acceptance Units are derived solely from the discretionary decision of the grant of Company to permit the Performance Units under the Grant Letter and these Grant Conditions, the Grantee acknowledges the following: (a) the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or ter...minated by the Company at any time; (b) the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past; (c) all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee; (d) the Grantee is voluntarily participating in the Plan; (e) the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee's employer) and which are outside the scope of the Grantee's employment contract, if any; (f) the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee's normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation; (h) the grant of Performance Units and the Grantee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee's local currency that may affect the value of the Performance Units or the shares of Company Stock; and (j) the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee's cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee's employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity Participant to participate in the Plan as and to benefit from a result of such cessation or loss or diminution in value discretionary Award. By accepting the Units, the Participant expressly acknowledges that there is no obligation on the part of the Performance Company to continue the Plan and/or grant any additional Units or any other Awards to the Participant. The Units are not intended to be compensation of a continuing or recurring nature, or part of the shares Participant's normal or expected compensation, and in no way represents any portion of Company Stock acquired thereunder as a result the Participant's salary, compensation, or other remuneration for purposes of such cessation, and pension benefits, severance, redundancy, resignation or any other purpose. 9.2 Neither the Grantee irrevocably releases Plan nor the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee Units shall be deemed to give the Participant a right to remain an Employee, Director or Consultant of the Company or any Affiliate. The Company reserves the right to terminate the employment of the Participant at any time, with or without cause, and for any reason, subject to applicable laws, the Company's Certificate of Incorporation and Bylaws and written employment agreement (if any), and the Participant shall be deemed irrevocably to have irrevocably waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Grantee's entitlement Plan, this Award, Units or any other outstanding Award that is forfeited and/or is terminated by its terms or to pursue any future Award. 10 10. RIGHTS AS A STOCKHOLDER. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, dividend equivalents, distributions or other rights or claim. for which the record date is prior to the date such certificate is issued, except as provided in Section 8. View More
No Entitlement or Claims for Compensation. In 11.1 The Participant's rights, if any, in respect of or in connection with the acceptance Units are derived solely from the discretionary decision of the grant of Company to permit the Performance Units under the Grant Letter and these Grant Conditions, the Grantee acknowledges the following: (a) the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or te...rminated by the Company at any time; (b) the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past; (c) all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee; (d) the Grantee is voluntarily participating in the Plan; (e) the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee's employer) and which are outside the scope of the Grantee's employment contract, if any; (f) the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee's normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation; (h) the grant of Performance Units and the Grantee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee's local currency that may affect the value of the Performance Units or the shares of Company Stock; and (j) the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee's cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee's employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity Participant to participate in the Plan as and to benefit from a result of such cessation or loss or diminution in value discretionary Award. By accepting the Units, the Participant expressly acknowledges that there is no obligation on the part of the Performance Company to continue the Plan and/or grant any additional Units or any other Awards to the Participant. The Units are not intended to be compensation of a continuing or recurring nature, or part of the shares Participant's normal or expected compensation, and in no way represents any portion of Company Stock acquired thereunder as a result the Participant's salary, compensation, or other remuneration for purposes of such cessation, and pension benefits, severance, redundancy, resignation or any other purpose. 11.2 Neither the Grantee irrevocably releases Plan nor the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee Units shall be deemed to give the Participant a right to remain an Employee, Director or Consultant of the Company or any other Participating Company. The Participating Company Group reserves the right to terminate the Service of the Participant at any time, with or without cause, and for any reason, subject to applicable laws, the Company's Certificate of Incorporation and Bylaws and a written employment agreement (if any), and the Participant shall be deemed irrevocably to have irrevocably waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Grantee's entitlement Plan, the Units or any other outstanding Award that is forfeited and/or is terminated by its terms or to pursue such rights or claim. any future Award. View More
No Entitlement or Claims for Compensation. In 9.1The Participant's rights, if any, in respect of or in connection with the acceptance Units are derived solely from the discretionary decision of the grant of Company to permit the Performance Units under the Grant Letter and these Grant Conditions, the Grantee acknowledges the following: (a) the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or term...inated by the Company at any time; (b) the grant of the Performance Units under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of them, even if Performance Units have been granted repeatedly in the past; (c) all decisions with respect to future grants of Performance Units, if any, will be at the sole discretion of the Committee; (d) the Grantee is voluntarily participating in the Plan; (e) the Performance Units and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee's employer) and which are outside the scope of the Grantee's employment contract, if any; (f) the Performance Units and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee's normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation; (h) the grant of Performance Units and the Grantee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Units and receives shares of Company Stock, the value of the acquired shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee's local currency that may affect the value of the Performance Units or the shares of Company Stock; and (j) the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee's cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee's employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity Participant to participate in the Plan as and to benefit from a result of such cessation or loss or diminution in value discretionary Award. By accepting the Units, the Participant expressly acknowledges that there is no obligation on the part of the Performance Company to continue the Plan and/or grant any additional Units or any other Awards to the Participant. The Units are not intended to be compensation of a continuing or recurring nature, or part of the shares Participant's normal or expected compensation, and in no way represents any portion of Company Stock acquired thereunder as a result the Participant's salary, compensation, or other remuneration for purposes of such cessation, and pension benefits, severance, redundancy, resignation or any other purpose. 9.2Neither the Grantee irrevocably releases Plan nor the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee Units shall be deemed to give the Participant a right to remain an Employee, Director or Consultant of the Company or any Affiliate. The Company reserves the right to terminate the employment or service of the Participant at any time, with or without cause, and for any reason, subject to applicable laws, the Company's Articles of Incorporation and Bylaws and the Participant's written employment or consulting agreement (or similar agreement) (if any), and the Participant shall be deemed irrevocably to have irrevocably waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Grantee's entitlement Plan, this Award, Units or any other outstanding Award that is forfeited and/or is terminated by its terms or to pursue such rights or claim. any future Award. View More
No Entitlement or Claims for Compensation. In connection with the acceptance 9.1 Nature of the grant of Grant. In accepting the Performance Units under Award, the Grant Letter Participant acknowledges, understands and these Grant Conditions, the Grantee acknowledges the following: agrees that: (a) the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan it is made at the discretion of the Committee discretionary in nature and the Plan it may be modified, amended, suspended or terminated by the... Company at any time; time, to the extent permitted by the Plan; (b) the grant of the Performance Units under the Plan Restricted Stock Unit is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Restricted Stock Units, or benefits in lieu of them, Restricted Stock Units, even if Performance Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future grants of Performance Units, Restricted Stock Unit or other grants, if any, will be at the sole discretion of the Committee; Company; (d) the Grantee Restricted Stock Unit grant and the Participant's participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the Participant's employment or service relationship (if any); (e) the Participant is voluntarily participating in the Plan; (e) (f) the Performance Units Restricted Stock Unit and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered Shares subject to the Employer (including, as applicable, the Grantee's employer) and which are outside the scope of the Grantee's employment contract, if any; (f) the Performance Units and any shares of Company Restricted Stock acquired under the Plan Unit are not intended to be considered replace any pension rights or compensation; (g) the Restricted Stock Unit and the Shares subject to the Restricted Stock Unit, and the income and value of same, are not part of the Grantee's normal or expected compensation or salary for any purpose, including, but not limited to, purposes of calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation; (h) the grant of Performance Units and the Grantee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) the future value of the underlying shares of Company Stock Shares is unknown unknown, indeterminable and cannot be predicted with certainty. If certainty; 6 (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Grantee vests Restricted Stock Unit resulting from the termination of the Participant's employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the Performance Units jurisdiction where the Participant is employed or the terms of the Participant's employment agreement, if any), and receives in consideration of the grant of the Restricted Stock Unit to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and Affiliates 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, 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 determined by the Company in its discretion, the Restricted Stock Unit and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Unit 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 of Company Stock, the value Company; and (k) the following provisions apply only if the Participant is providing services outside the United States: (i) the Restricted Stock Unit and the Shares subject to the Restricted Stock Unit are not part of normal or expected compensation or salary for any purpose; and (ii) the acquired shares may increase Participant acknowledges and agrees that neither the Company, the Employer nor any Subsidiary or decrease. The Grantee understands that the Company is not responsible Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar and the Grantee's local currency that may affect the value of the Performance Units Restricted Stock Unit or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Unit or the shares subsequent sale of Company Stock; and (j) the Grantee shall have no rights, claim or entitlement to compensation or damages as a result of the Grantee's cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the terms of the Grantee's employment agreement, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the Performance Units or any of the shares of Company Stock Shares acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee's entitlement to pursue such rights or claim. upon settlement. View More
No Entitlement or Claims for Compensation. In connection with accepting the acceptance of Option, the grant of the Performance Units under the Grant Letter Participant acknowledges, understands and these Grant Conditions, the Grantee acknowledges the following: (a) the agrees that: 9.1the Plan is established voluntarily by the Company, the grant of the Performance Units under the Plan it is made at the discretion of the Committee discretionary in nature, and the Plan may be modified, amended, suspended or terminated by the Company at any...time; (b) time, to the extent permitted by the Plan; 9.2the grant of the Performance Units under the Plan Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, options, or benefits in lieu of them, options, even if Performance Units options have been granted repeatedly in the past; (c) all 9.3all decisions with respect to future grants of Performance Units, Option or other grants, if any, will be at the sole discretion of the Committee; (d) Company; 9.4the Option grant and the Grantee 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, the Employer or any Subsidiary or Affiliate, and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the Participant's employment or service relationship (if any); 9.5the Participant is voluntarily participating in the Plan; (e) 9.6 the Performance Units Option and any shares of Company Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee's employer) and which are outside the scope of the Grantee's employment contract, if any; (f) the Performance Units and any shares of Company Stock Shares acquired under the Plan are not intended to be considered replace any pension rights or compensation; 9.7the Option and any Shares acquired under the Plan and the income and value of same are not part of the Grantee's normal or expected compensation or salary for any purpose, including, but not limited to, purposes of calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) the Performance Units and the shares of Company Stock subject to the award are not intended to replace any pension rights or compensation; (h) the grant of Performance Units and the Grantee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Employer; (i) the 9.8the future value of the Shares underlying shares of Company Stock the Option is unknown unknown, indeterminable, and cannot be predicted with certainty. If certainty; 9.9if the Grantee vests underlying Shares do not increase in value, the Performance Units Option will have no value; 9.10if the Participant exercises the Option and receives shares of Company Stock, acquires Shares, the value of the acquired shares such Shares may increase or decrease. The Grantee understands that decrease in value, even below the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee's local currency that may affect the value of the Performance Units or the shares of Company Stock; and (j) the Grantee shall have no rights, Exercise Price; 9.11no claim or entitlement to compensation or damages as a result shall arise from forfeiture of the Grantee's cessation Option resulting from the termination of employment the Participant's Service (for any reason whatsoever, whether or not later found to be invalid or in breach of contract or local labor law employment laws in the jurisdiction where the Participant is Stock Option Award AgreementUniversal Health Services, Inc.– 2020 Omnibus Stock and Incentive Plan Page | 8 employed or the terms of the Grantee's employment agreement, Participant's contact of employment, if any), insofar as these rights, claim or entitlement arise or may arise from the Grantee's ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate and in the Plan as a result of such cessation or loss or diminution in value consideration of the Performance Units or grant of the Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any such claim against the Company, any of its Subsidiaries or Affiliates or the shares of Company Stock acquired thereunder as a result of Employer, waives his or her ability, if any, to bring any such cessation, claim, and releases the Grantee irrevocably releases Company, its Subsidiaries and Affiliates and the Employer from any such rights, entitlement or claim that may arise. If, claim; if, notwithstanding the foregoing, any such right or claim is found allowed by a court of competent jurisdiction to have arisen, then jurisdiction, then, by participating in the Grantee Plan, the Participant shall be deemed irrevocably to have irrevocably waived the Grantee's entitlement agreed not to pursue such rights claim and agrees to execute any and all documents necessary to request dismissal or claim. withdrawal of such claim; and 9.12unless otherwise provided in the Plan or determined by the Company in its discretion, the Option and the benefits evidenced by this Award 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 of the Company. View More
