ACKNOWLEDGEMENT AND ACCEPTANCE. (a) In accepting the SARs, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the SARs does not create any contractual or other right to receive future grants of SARs or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the SARs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits. (b) If the Participant does not want to accept the SARs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button. The SARs will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the SARs within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the SARs and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan and/or any related documents. (c) The grant of the SAR is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the SARs is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares by exercising the SAR under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares by exercising the SARs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice. (d) The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Exhibit A, the Addendum (if applicable) and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the award, be drawn up in English. If the Participant has received this Agreement, the Exhibit A, the Addendum and the Plan or any other documents related to the award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control. (e) As a condition to the grant of the SARs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).
Appears in 2 contracts
Samples: Award Agreement, Award Agreement (Quintiles IMS Holdings, Inc.)
ACKNOWLEDGEMENT AND ACCEPTANCE. (a) In accepting the SARsRSUs, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the SARs RSUs does not create any contractual or other right to receive future grants of SARs RSUs or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs RSUs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the SARs RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs RSUs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.
(b) If the Participant does not want to accept the SARs RSUs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button. The SARs RSUs will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the SARs RSUs within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the SARs RSUs and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan and/or any related documents.
(c) The grant of the SAR RSUs is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the SARs RSUs is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares by exercising as a result of settlement of the SAR RSUs under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares by exercising as a result of settlement of the SARsRSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs RSUs and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice.
(d) The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Exhibit A, the Addendum (if applicable) and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the award, be drawn up in English. If the Participant has received this Agreement, the Exhibit A, the Addendum and the Plan or any other documents related to the award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.
(e) As a condition to the grant of the SARsRSUs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).
Appears in 2 contracts
Samples: Award Agreement, Award Agreement (Quintiles IMS Holdings, Inc.)
ACKNOWLEDGEMENT AND ACCEPTANCE. (a) In accepting the SARsPerformance Shares, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the SARs Performance Shares does not create any contractual or other right to receive future grants of SARs Performance Shares or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs Performance Shares had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the SARs Performance Shares is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs is Performance Shares are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.
(b) If the Participant does not want to accept the SARs Performance Shares on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button. The SARs Performance Shares will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the SARs Performance Shares within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the SARs Performance Shares and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan Plan, Exhibit A, the Addendum (as applicable) and/or any related documents.
(c) Neither the grant of the Performance Shares, nor the issuance of Shares in settlement of the Performance Shares, will give the Participant any right to be retained in the employ or service of the Company or any of its subsidiaries, affect the right of the Company or any of its Subsidiaries, to discharge (as may otherwise be permitted under local law) or discipline the Participant at any time, or affect any right of the Participant to terminate his or her Employment at any time.
(d) The grant of the SAR Performance Shares under the Plan is a one-time benefit and does not create any contractual or other right to receive Performance Shares or benefits in lieu of Performance Shares in the future. The terms of future Performance Shares, if any, will be determined by the Committee in its sole discretion, including, but not limited to, the form and timing of such Award, the number of Shares subject to the Performance Shares, and the vesting provisions applicable to the Performance Shares.
(e) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
(f) The grant of Performance Shares is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the SARs Performance Shares is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares by exercising the SAR under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares by exercising the SARs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice.
(dg) The Participant acknowledges and agrees that it It is the Participant’s express intent that this Agreement, the Exhibit A, the Addendum (if applicable) and Addendum, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the awardAward, be drawn up in English. If the Participant has received this Agreement, the Exhibit A, the Addendum and Addendum, the Plan or any other documents related to the award Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.
(eh) As a condition to the grant of the SARsPerformance Shares, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employerany affiliate or subsidiary, as may be required to allow the Company and its any affiliates and of subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).
Appears in 2 contracts
Samples: Award Agreement, Award Agreement (Quintiles IMS Holdings, Inc.)
ACKNOWLEDGEMENT AND ACCEPTANCE. (a) In accepting the SARs, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the SARs does not create any contractual or other right to receive future grants of SARs or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the SARs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.
(b) If the Participant does not want to accept the SARs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button. The SARs will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the SARs within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the SARs and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan and/or any related documents.
(c) All questions arising under this Agreement, Exhibit A, the Addendum (if applicable) and the Plan shall be decided by the Committee in its sole discretion.
(d) The grant of the SAR is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the SARs is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares by exercising the SAR under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares by exercising the SARs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs SAR and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice.
(de) The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Exhibit A, the Addendum (if applicable) and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the award, be drawn up in English. If the Participant has received this Agreement, the Exhibit A, the Addendum and the Plan or any other documents related to the award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.
(ef) As a condition to the grant of the SARs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).
Appears in 2 contracts
Samples: Award Agreement, Award Agreement (Quintiles IMS Holdings, Inc.)
ACKNOWLEDGEMENT AND ACCEPTANCE. (a) In accepting the SARsPerformance Shares, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the SARs Performance Shares does not create any contractual or other right to receive future grants of SARs Performance Shares or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs Performance Shares had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the SARs Performance Shares is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs is Performance Shares are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.
(bc) If Neither the grant of the Performance Shares, nor the issuance of Shares in settlement of the Performance Shares, will give the Participant does not want any right to accept be retained in the SARs on employ or service of the terms and conditions set out in this AgreementCompany or any of its subsidiaries, affect the Plan and/or right of the Company or any related documentsof its Subsidiaries, to discharge (as may otherwise be permitted under local law) or discipline the Participant may choose the “Decline” button. The SARs will then be cancelled and no other benefit will be due to at any time, or affect any right of the Participant in lieu thereof. If Participant does not “Decline” the SARs within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the SARs and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan and/or terminate his Employment at any related documentstime.
(cd) The grant of the SAR Performance Shares under the Plan is a one-time benefit and does not create any contractual or other right to receive Performance Shares or benefits in lieu of Performance Shares in the future. The terms of future Performance Shares, if any, will be determined by the Committee in its sole discretion, including, but not limited to, the form and timing of such Award, the number of Shares subject to the Performance Shares, and the vesting provisions applicable to the Performance Shares.
(e) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
(f) The grant of Performance Shares is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the SARs Performance Shares is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares by exercising the SAR under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares by exercising the SARs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice.
(dg) The Participant acknowledges and agrees that it It is the Participant’s express intent that this Agreement, the Exhibit A, the Addendum (if applicable) and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the awardAward, be drawn up in English. If the Participant has received this Agreement, the Exhibit A, the Addendum and the Plan or any other documents related to the award Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.
(eh) As a condition to the grant of the SARsPerformance Shares, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employerany affiliate or subsidiary, as may be required to allow the Company and its any affiliates and of subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).. The Company, by its duly authorized officer, and the Participant have executed this Agreement as of the date first set forth above. IQVIA HOLDINGS INC. By:______________________________ Name: Title: Agreed and Accepted: _______________________________ Xxx Xxxxxxx Participant
Appears in 1 contract
ACKNOWLEDGEMENT AND ACCEPTANCE. (a) In accepting the SARs, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the SARs does not create any contractual or other right to receive future grants of SARs or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the SARs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.
(b) If the Participant does not want to accept the SARs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button. The SARs will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the SARs within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the SARs and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan and/or any related documents.
(c) The grant of the SAR is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the SARs is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares by exercising the SAR under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares by exercising the SARs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice.
(dc) The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Exhibit A, the Addendum (if applicable) A and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the awardthis Award, be drawn up in English. If the Participant has received this Agreement, the Exhibit A, the Addendum A and the Plan or any other documents related to the award this Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.
(ed) As a condition to the grant of the SARs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).In
Appears in 1 contract
ACKNOWLEDGEMENT AND ACCEPTANCE. (a) In accepting The Purchase Order shall constitute the SARsfinal, the Participant acknowledges complete, and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant exclusive statement of the SARs does not create any contractual contract and supersede in all respects all communications, representations, or other right agreements between the parties, whether verbal or written, unless otherwise described herein. If this Purchase Order constitutes an offer by TCH to receive future grants purchase Goods and/or Services, Seller shall indicate its acceptance of SARs or any right this order by verbal acceptance communicated to continue an employment or other relationship with TCH, by written acceptance on the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs had not been granted; (iv) that all determinations with respect to any such future grantsface of this Purchase Order, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion by signed acknowledgement of the Committee; (v) that participation Purchase Order, by Seller’s other written confirmation received by TCH, by commencing work on this Purchase Order in the Plan is voluntary; (vi) that the value any manner, by delivery of the SARs is an extraordinary item Goods or Services as stated, or by Seller’s acceptance of compensation payment for Goods or Services. Any such acceptance shall conclusively affirm Seller's agreement to these terms and conditions stated herein and acknowledgement that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.
(b) If the Participant does not want to accept the SARs on this Purchase Order shall exclusively constitute the terms and conditions set out of TCH’s purchase of the Goods and/or Services. As an offer, this Purchase Order expressly limits acceptance to its terms and conditions, and notice of objection to any different or additional terms in this Agreementresponse from the Seller is hereby given. By way of example and not limitation, the Plan and/or any related documents, the Participant may choose the “Decline” button. The SARs will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the SARs within thirty (30) days extent that any project description document, attached hereto, if any, quotation, order acceptance, confirmation, invoice or other document of Seller contains conflicting, differing or additional terms from the Grant Date, the Participant shall be deemed to have accepted the SARs and shall be deemed to have agreed to the terms and conditions set out in this Agreementherein, the Plan and/or any related documents.
terms and conditions herein will control and all such conflicting, differing or additional terms (ccollectively “Inconsistent Terms”) The grant of the SAR is not intended to be are rejected by TCH, are considered a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law)material alteration hereof, and the grant of the SARs is not subject shall have no effect unless expressly agreed to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares in writing by exercising the SAR under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares by exercising the SARs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs and the PlanTCH. In addition, TCH’s acceptance of Goods or Services from Seller shall not be deemed to be an acceptance of any such Inconsistent Terms. If this Purchase Order is not signed and returned to TCH, either by mail or fax, TCH, at its option, may cancel this Purchase Order at any time. If this Purchase Order is construed as an acceptance of the Participant should consult with Seller’s offer, this acceptance is expressly conditioned on the Participantofferor’s personal advisor assent to any additional or different terms contained in this Purchase Order. Regardless of its construction as an offer, acceptance, confirmation or use to place orders for professional investment advice.
(d) The Participant acknowledges Goods or Services pursuant to an earlier contract, this Purchase Order incorporates by reference all terms of the Uniform Commercial Code providing any protection for TCH, including, without limitation, all express and agrees that it is the Participant’s express intent that this Agreement, the Exhibit A, the Addendum (if applicable) and the Plan implied warranty protection and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the award, be drawn up in English. If the Participant has received this Agreement, the Exhibit A, the Addendum and the Plan or any other documents related to the award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.
(e) As a condition to the grant of the SARs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired TCH’s remedies under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different)Uniform Commercial Code.
Appears in 1 contract
ACKNOWLEDGEMENT AND ACCEPTANCE. (a) In accepting the SARs, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the SARs does not create any contractual or other right to receive future grants of SARs or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation The Xxxxxxxx xxxed in the Plan is voluntary; (vi) foregoing Postponement Agreement hereby acknowledges that it has received notice thereof and hereby accepts the value assignment and transfer made therein in favour of the SARs is an extraordinary item EBC Zurich AG. DATED this ___ day of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs is not part of normal or expected compensation for purposes of calculating any severanceJanuary, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.
(b) If the Participant does not want to accept the SARs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button1993. The SARs will then be cancelled Common Seal of UNILENS VISION INC. was hereunto affixed in the presence of: c/s --------------------------------------- Ian S. Brodie, President XXXXXULE "G" TO A LOAN AGREEMENT DATED JANUARY 19,1993 MADE BETWEEN UNILENS CORP. USA, UNILENS VISION INC. AND EBC ZURICH AG UNILENS VISION INC POSTPONEMENT AGREEMENT TO: EBC ZURICH AG Bellariastrasse 23, Postfach CH-8027 Zurich, Switzerlanx Xxx xxxxxxxxxxx, xxx xxxxxxxx xxxxxxxxxxxxx, xxxxxx xxxxxx that payment of all debts, demands and no other benefit will be choses in action which are now due, owing or accruing due or may hereafter become due, owing or accruing due to the Participant in lieu thereof. If Participant does not “Decline” undersigned by Unilens Corp. USA (hereinafter called the SARs within thirty (30"Customer") days from the Grant Date, the Participant shall be deemed to have accepted the SARs and shall be deemed to have agreed postponed to the terms payment in full of all present and conditions set out in this Agreement, the Plan and/or any related documents.
(c) The grant future indebtedness and other liabilities of the SAR is not intended Customer to be a public offering of securities in EBC Zurich AG (hereinafter called the Participant’s country of residence (and country of employment, if different"Lender"). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), ; and the grant undersigned hereby assigns and transfers to the Lender, as security for all present and future indebtedness and other liabilities of the SARs is not subject undersigned and the Customer to the supervision Lender, all debts, demands and choses in action which are now due, owing or accruing due or may hereafter become due, owing or accruing due to the undersigned by the Customer and also all securities and rights of any nature which are now or may hereafter be held by the local securities authoritiesundersigned as collateral therefor. No employee Furthermore the undersigned agrees that all moneys receive by the undersigned in payment of the Company or any of the Company’s subsidiaries is permitted to advise said debts, demands and choses in action shall be received and held by the Participant on whether undersigned in trust for the Participant should acquire Shares by exercising the SAR under the PlanLender. Investment in Shares involves a degree of risk. Before deciding to acquire Shares by exercising the SARs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice.
(d) The Participant undersigned acknowledges and agrees that it is this Agreement shall not defer or otherwise affect the Participant’s express intent that this Agreement, present or future rights and remedies of the Exhibit A, Lender with respect to the Addendum (if applicable) present or future indebtedness and other liabilities of the undersigned and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant Customer to the awardLender, be drawn up in English. If or with respect to the Participant has received this Agreement, securities which the Exhibit A, Lender now holds or may hereafter receive from the Addendum undersigned and the Plan Customer as collateral for the said indebtedness and other liabilities. The undersigned acknowledges receiving a copy of this Agreement and waives all rights to receive from the Lender a copy of any Financing Statement or Financing Change Statement filed at any time in respect of this Agreement or any other documents related to Verification Statement issued in connection therewith. This Agreement shall be binding upon the award translated into a language other than English, successors and if the meaning assigns of the translated version is different than the English version, the English version shall controlundersigned.
(e) As a condition to the grant of the SARs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).
Appears in 1 contract
Samples: Loan Agreement (Unilens Vision Inc)
ACKNOWLEDGEMENT AND ACCEPTANCE. (a) In accepting the SARsPerformance Shares, the Participant acknowledges and agrees: agrees (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the SARs Performance Shares does not create any contractual or other right to receive future grants of SARs Performance Shares or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs Performance Shares had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the SARs Performance Shares is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs is Performance Shares are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.
(b) If the Participant does not want to accept the SARs Performance Shares on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” buttonbutton found [insert site/location]. The SARs Performance Shares will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the SARs Performance Shares within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the SARs Performance Shares and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan Plan, Exhibit A, the Addendum (as applicable) and/or any related documents.
(c) All questions arising under the Agreement, Exhibit A, the Addendum (if applicable) and the Plan shall be decided by the Committee in its sole discretion.
(d) Neither the grant of the Performance Shares, nor the issuance of Shares in settlement of the Performance Shares, will give the Participant any right to be retained in the employ or service of the Company or any of its subsidiaries, affect the right of the Company or any of its Subsidiaries, to discharge (as may otherwise be permitted under local law) or discipline the Participant at any time, or affect any right of the Participant to terminate his or her Employment at any time.
(e) The grant of the SAR Performance Shares under the Plan is a one-time benefit and does not create any contractual or other right to receive Performance Shares or benefits in lieu of Performance Shares in the future. The terms of future Performance Shares, if any, will be determined by the Company in its sole discretion, including, but not limited to, the form and timing of such Award, the number of Shares subject to the Performance Shares, and the vesting provisions applicable to the Performance Shares.
(f) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
(g) The grant of Performance Shares is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the SARs Performance Shares is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares by exercising the SAR under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares by exercising the SARs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice.
(dh) The Participant acknowledges and agrees that it It is the Participant’s express intent that this Agreement, the Exhibit A, the Addendum (if applicable) and Addendum, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the awardAward, be drawn up in English. If the Participant has received this Agreement, the Exhibit A, the Addendum and Addendum, the Plan or any other documents related to the award Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.
(ei) As a condition to the grant of the SARsPerformance Shares, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employerany affiliate or subsidiary, as may be required to allow the Company and its any affiliates and of subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).. By choosing the “Accept” button provided [insert site/location], the Participant accepts the Performance Shares as described above and the terms and conditions set out in this Agreement, Exhibit A, the Addendum (as applicable), the Plan and any related documents. Copies of the Plan and such related documents are being provided to Participant as part of this Agreement. Xxxxx X. Xxxxxxxx, III EVP, General Counsel & Corporate Secretary
Appears in 1 contract
