Common use of Acknowledgement and Waiver Clause in Contracts

Acknowledgement and Waiver. By accepting this Stock Option, the Employee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; (e) the Employee is participating voluntarily in the Plan; (f) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; (j) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Law.

Acknowledgement and Waiver. By accepting this Stock Option, the Employee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; (e) the Employee is participating voluntarily in the Plan; (f) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any a Subsidiary or Affiliate; (i) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; (j) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Law.

Acknowledgement and Waiver. By accepting this Stock Option, the Employee acknowledges, understands acknowledges and agrees that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; ; (bii) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; ; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; ; (div) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; law; (ev) the Employee is participating voluntarily in the Plan; ; (fvi) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; ; (gvii) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; ; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (iviii) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; ; (jix) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (kx) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer Employer, waives his or her ability, if any, to bring any such claim, and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; ; (lxi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; ; and (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (nxii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock Option, the Employee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; (e) the Employee is participating voluntarily in the Plan; (f) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; (j) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options ore recoupment of any Shares acquired under the Plan resulting from (i) termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and/or (ii) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never not to institute any claim against the Company or the Employer and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Law.

Acknowledgement and Waiver. By accepting this Stock OptionOption grant, the Employee acknowledges, understands acknowledges and agrees that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 18(d), may be modified, amended, suspended or terminated by the Company at any time; ; (bii) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; ; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; Company and/or the Committee; (div) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; law; (ev) the Employee is participating voluntarily in the Plan; ; (fvi) Stock Options and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any; (vii) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; ; (gviii) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; ; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (iix) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; ; (jx) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (kxi) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer Employer, waives his or her ability, if any, to bring any such claim, and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; ; (lxii) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; ; and (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (nxiii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock Optionthe grant of these SARs, the Employee acknowledges, understands acknowledges and agrees that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; time unless otherwise provided in the Plan or this Grant Agreement; (bii) the grant of Stock Options these SARs is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsSARs, or benefits in lieu of Stock OptionsSARs, even if Stock Options SARs have been granted repeatedly in the past; ; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; ; (div) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; law; (ev) the Employee is participating voluntarily in the Plan; ; (fvi) Stock Options these SARs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and their resulting benefits are not intended to replace any pension rights or compensation; is outside the scope of the Employee’s employment contract, if any; (gvii) Stock Options and their resulting benefits these SARs are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law and law; (viii) in no the event should be considered as compensation for, or relating in any way to, past services for that the Employee is not an employee of the Company, the Employer or any Subsidiary or Affiliate; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options SAR will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; Affiliate of the Company; (jix) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (kx) if the underlying Shares do not increase in value, these SARs will have no value; (xi) in consideration of the grant of these SARs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Options these SARs resulting from termination of the Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), ) and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Grant Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim claim; and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (lxii) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits SARs and vest in SARs under this Grant Agreement after termination of employmentthe Plan, if any, will be measured by terminate effective as of the date of termination of Employee’s active employment that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise these SARs after termination of employment, if any, will be measured by the date of termination of the Employee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; these SARs, and (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (nxiii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (a) recover from the Employee the proceeds from Stock Options SARs exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options SARs whether or not vested, and (c) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock OptionOption grant, the Employee acknowledges, understands acknowledges and agrees that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; ; (bii) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; ; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; ; (div) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; law; (ev) the Employee is participating voluntarily in the Plan; ; (fvi) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; ; (gvii) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; ; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (iviii) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; ; (jix) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (kx) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer Employer, waives his or her ability, if any, to bring any such claim, and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; ; (lxi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Stock Notification and Award Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; ; and (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (nxii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock Option, the Employee acknowledges, understands You acknowledge and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended suspended, or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement; (b) the grant of Stock Options Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsAwards, or benefits in lieu of Stock OptionsAwards, even if Stock Options Awards have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the Employee’s your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s your employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as to the extent permitted by Applicable Lawlaw; (e) the Employee is you are participating voluntarily in the Plan; (f) Stock Options Awards and their resulting benefits are an extraordinary item that does not intended constitute compensation of any kind for services of any kind rendered to replace any pension rights the Company or compensationthe Employer, and are outside the scope of your employment contract, if any; (g) Stock Options Awards and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as to the extent permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliatelaw; (h) unless otherwise agreed with in the event that you are not an employee of the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options Award will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option Award will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;of the Company; and (ji) the future value in consideration of the underlying Shares is unknownthis Award, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Options this grant or diminution in value of this Award resulting from termination of Employee’s your employment by the Company or the Employer (for any reason whatsoever whatsoever) and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee you irrevocably agrees never to institute any claim against the Company or the Employer and releases release the Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee you shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawclaim.

Acknowledgement and Waiver. By entering into this Agreement and accepting the grant of this Stock Optionoption, the Employee acknowledges, understands and agrees acknowledges that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; ; (b) the grant of Stock Options this option is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Optionsoptions, or benefits in lieu of Stock Optionsoptions, even if Stock Options options have been granted repeatedly in the past; ; (c) all decisions determinations with respect to any such future grants, if anyincluding, but not limited to, the times when options shall be granted, the number of Shares subject to each option, the exercise price, and the time or times when each option shall be exercisable, will be at determined in the sole discretion of the Company; ; (d) the Employee’s participation in the Plan shall not create a right to further employment with the Employer Employee’s employer and shall not interfere with the ability of the Employer Employee’s employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; with or without cause; (e) the Employee is participating voluntarily Employee’s participation in the Plan; Plan is voluntary; (f) Stock Options the value of this option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employee’s employer, and their resulting benefits are not intended to replace any pension rights or compensation; which is outside the scope of the Employee’s employment contract, if any; (g) Stock Options and their resulting benefits are this option is not part of normal or expected compensation or salary for any purposes, purposes including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar payments; (viii) the vesting of this option ceases upon Termination of Service for any reason except as permitted by Applicable Law and may otherwise be explicitly provided in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; Plan document; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and future value of same, are the underlying Shares is unknown and cannot granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; be predicted with certainty; (i) this option grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, ; and furthermore, this Stock Option option grant will not be interpreted to form an employment contract with the Employer Employee’s employer or any Subsidiary or Affiliate; affiliate of the Company; (j) the future value of if the underlying Shares is unknowndo not increase in value, indeterminable and cannot be predicted with certainty; this option will have no value; (k) if the Employee exercises this option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the exercise price; (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting arises from termination of Employee’s employment by the Company this option or the Employer (for any reason whatsoever diminution in value of this option or Shares purchased through exercise of this option and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company and the Employer Employee’s employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (lm) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee’s employment (whether or not in breach of local labor laws)employment, the Employee’s right to exercise or otherwise to receive benefits options and vest in options under this Grant Agreement after termination of employmentthe Plan, if any, will be measured by terminate effective as of the date of termination of Employee’s active employment that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Committee shall have event of involuntary termination of employment, the exclusive discretion Employee’s right to determine when exercise this option after termination of employment, if any, will be measured by the date of termination of the Employee’s active employment and will not be extended by any notice period mandated under local law. For purposes of this Agreement, the transfer of employment of the Employee is no longer actively employed for purposes between the Company and any one of the Stock Options; its Affiliates (mor between Affiliates) neither shall not be deemed a Termination of Service. In addition, a leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by the Company, or the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between employing the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to timethe case may be, or shall not be deemed a Termination of Service for the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination purposes of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawthis Agreement.

Acknowledgement and Waiver. By accepting this Stock OptionOption grant, the Employee acknowledges, understands acknowledges and agrees that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 17(a), may be modified, amended, suspended or terminated by the Company at any time; ; (bii) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; ; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; Company and/or the Committee; (div) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; law; (ev) the Employee is participating voluntarily in the Plan; ; (fvi) Stock Options and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any; (vii) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; ; (gviii) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; ; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (iix) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; ; (jx) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (kxi) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer Employer, waives his or her ability, if any, to bring any such claim, and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; ; (lxii) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; ; and (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (nxiii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By executing this Agreement, participating in the Plan and accepting this Stock Optionthe Options, the Employee acknowledges, understands you hereby agree and agrees acknowledge that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by that the Company can amend, cancel or terminate it at any time; ; (b) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, any Options even if Stock Options have been granted repeatedly in the past; ; (c) all decisions determinations with respect to any such future grants, if anyincluding, but not limited to, the times when Options shall be granted, the exercise price, and the time or times when each Option shall vest and be exercisable, will be at the sole discretion of the Company; ; (d) the Employee’s your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; voluntary; (e) the Employee value of the Options is participating voluntarily in an extraordinary item of compensation, which is outside the Plan; scope of your employment contract, if any; (f) Stock the Options and their resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any termination, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar payments; (g) the Options cease upon termination of active employment for any reason except as permitted by Applicable Law may otherwise be explicitly provided in this Agreement and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; Plan; (h) unless otherwise agreed with for purposes of the CompanyOptions, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; (j) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company 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 Employee date shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions effective as of the Plan to the contrarydate that you are no longer actively employed regardless of any “garden leave” or other notice period that may be mandated contractualy or under applicable local law; furthermore, in the event of involuntary termination of the Employee’s employment (whether or not in breach of local labor laws)employment, the Employee’s your right to vest in or exercise or otherwise to receive benefits under this Grant Agreement Options after termination of employment, if any, will be measured by the date of termination of Employee’s your active employment and will not be extended by any reasonable notice period mandated under local law (e.g., active employment would not include a period of “garden leave” contract or similar period pursuant to local law), unless otherwise determined by the Company in its sole discretion; (i) the Committee shall have the exclusive discretion to determine when the Employee future value of Stock acquired upon exercise of Options, if any, is no longer actively employed for purposes of the Stock Options; (m) unknown and cannot be predicted with certainty; and neither the Company, the Employer, Company nor any Subsidiary or Affiliate will be liable affiliate is responsible for any foreign exchange rate fluctuation between the Employee’s your local currency and the United States dollar Dollar (or the selection by the Company or any affiliates in its sole discretion of an applicable foreign currency exchange rate) that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement Stock acquired upon exercise of the Stock Options (or the calculation of income or any taxes, social contributions, and/ or other charges thereunder), (j) any cross-border remittance made to exercise the Options or transfer proceeds received upon the subsequent sale of Stock acquired on exercise must be made through a locally authorized financial institution or registered foreign exchange agency and may require you to provide such entity with certain information regarding the transaction, (k) the Options do not and are not intended to constitute or create a contract of employment and can in no event be understood or interpreted to mean that the Company or a Subsidiary is your employer or that you have an employment relationship with the Company or a Subsidiary or any Shares right to continue in employment, if any, nor will the Options interfere in any way with the right of the Company or your employer to terminate such relationship at any time, subject to applicable law; and (l) no claim or entitlement to compensation or damages arises from the termination of the Options or reduction in value of the Options or any Stock acquired upon settlement; and (n) if exercise and you irrevocably release the Company determines and your employer from any such claim that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawmay arise.

Acknowledgement and Waiver. By executing the Award Notice and accepting the grant of the Option evidenced by the Award Notice and this Stock OptionAgreement, the Employee acknowledges, understands Optionee acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement; (b) the grant of Stock Options the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; (c) all decisions with respect to future Option grants, if any, will be at the sole discretion of the Company; (d) the EmployeeOptionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeOptionee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Lawwith or without cause; (e) the Employee Optionee is voluntarily participating voluntarily in the Plan; (f) Stock Options the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and their resulting benefits are not intended to replace any pension rights or compensationwhich is outside the scope of the Optionee’s employment contract, if any; (g) Stock the Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliatepayments; (h) unless otherwise agreed with in the event that the Optionee is not an employee of the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this Option grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, ; and furthermore, this Stock the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or AffiliateAffiliate of the Company; (ji) the future value of the underlying Shares shares is unknown, indeterminable unknown and cannot be predicted with certainty; (j) if the underlying shares do not increase in value, the Options will have no value; (k) if the Optionee exercises his or her Option and obtains shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the exercise price; (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting arises from termination of Employee’s employment by the Company Options or the Employer (for any reason whatsoever and whether or not diminution in breach of local labor laws), and in consideration value of the grant Options or shares purchased through exercise of the Stock Options to which and the Employee is otherwise not entitled, the Employee Optionee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;and (lm) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the EmployeeOptionee’s employment (whether or not in breach of local labor laws)employment, the EmployeeOptionee’s right to exercise or otherwise to receive benefits Options and vest in Options under this Grant Agreement after termination of employmentthe Plan, if any, will be measured by terminate effective as of the date of termination of Employee’s active employment that the Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Committee shall have event of involuntary termination of employment, the exclusive discretion Optionee’s right to determine when exercise the Employee is no longer actively employed for purposes Options after termination of employment, if any, will be measured by the date of termination of the Stock Options; (m) neither the Company, the Employer, nor Optionee’s active employment and will not be extended by any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s notice period mandated under local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; andlaw. (n) if the Optionee: (i) breaches any covenant concerning confidentiality or intellectual property or concerning noncompetition or nonsolicitation of clients, prospective clients or personnel of the Company determines to which the Optionee is or may become a party in the future; (ii) fails (A) to complete on a timely basis all current and future training relating to the Company’s policies and procedures, including financial reporting and timekeeping training, (B) to follow consistently all Company policies and procedures, and, if applicable, to confirm that the Employee has engaged in misconduct prohibited by Applicable Law employees the Optionee supervises are following such Company policies and procedures or any applicable policy of the Company(C) to meet such cash collection goals, if any, as in effect are established for the Optionee by the Company from time to time, or ; or (iii) engages in conduct resulting in Summary Termination (as defined in the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company mayOptionee’s Managing Director Agreement); then, in its sole discretionaddition to and without in any way limiting any remedies under any of the covenants described above in this Section 3(n) or otherwise: (A) any unexercised Options shall be forfeited automatically on the date the Optionee commits such breach as is specified in clause (i), fails to act as specified in clause (ii) or is discharged as a result of Summary Termination; and (B) in the event of a breach described in Section 3(n)(i), the Optionee or his Legal Representative shall deliver to the extent it determines appropriate and Company, within five business days of receipt by the Optionee or Legal Representative of a written demand therefor, an amount in cash equal to the extent permitted under Applicable Law, (a) recover from amount determined by multiplying the Employee the proceeds from number of shares of Stock Options exercised up to three years issued upon exercise of an Option prior to the Employee’s termination date the Optionee breaches such covenant (without reduction for any shares of employment Stock delivered by the Optionee or withheld by the Company pursuant to Section 3.3(b)) by the fair market value of a share of Stock on the date the shares of Stock were issued to the Optionee, less the exercise price paid upon such exercise; and (C) in the event of a breach described in Section 3(n)(ii) or if the Optionee is terminated for Cause other than for a breach referenced in Section 3(n)(i), the Optionee or his Legal Representative shall pay the Company, within five business days of receipt by the Optionee or Legal Representative of a written demand therefor, an amount in cash equal to 50% of the amount determined by multiplying the number of shares of Stock issued upon exercise of an Option prior to the date of the breach described in Section 3(n)(ii) or the date the Optionee is terminated for Cause other than for a breach referenced in Section 3(n)(i) (without reduction for any time thereaftershares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 3.3(b)) by the fair market value of a share of Stock on the date the shares of Stock were issued to the Optionee, (b) cancel less the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawexercise price paid upon such exercise.

Acknowledgement and Waiver. By accepting this Stock OptionAward, the Employee Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the CompanyAxxxxxx, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company Ashland at any time; (b) the grant of Stock Options Performance Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsPerformance Units, or benefits in lieu of Stock OptionsPerformance Units, even if Stock Options Performance Units have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyAshland; (d) the EmployeeParticipant’s participation in the Plan shall not create a right to further continued employment with Ashland or the Employer Employer, as applicable, and shall not interfere with the ability of Ashland or the Employer Employer, as applicable, to terminate the EmployeeParticipant’s employment relationship at any time and it is expressly agreed and understood that as may be permitted under applicable law and/or any employment is terminable at the will of either party, insofar as permitted by Applicable Lawagreement; (e) the Employee Participant is participating voluntarily in the Plan; (f) Stock Options this Award and their any resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options this Award and their any resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for Ashland, its Affiliates or the Company, the Employer or any Subsidiary or AffiliateEmployer; (h) unless otherwise agreed with the CompanyAxxxxxx, the Stock Options and the Shares subject to the Stock Options, Performance Units and the income and value of the same, are not granted as consideration for, or in connection with, services the service the Employee Participant may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options Award will not be interpreted to form an employment contract or relationship with Axxxxxx, any of its Affiliates or the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or AffiliateEmployer; (j) the future value of the Shares underlying Shares the Performance Units is unknown, indeterminable and cannot be predicted with certainty; ; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options Performance Units resulting from termination of Employeethe Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and ; (l) in consideration of the grant of the Stock Options Award to which the Employee Participant is otherwise not entitled, the Employee Participant expressly and irrevocably agrees never to institute any claim against Ashland, its Affiliates, and the Company or the Employer Employer, and expressly waives and releases the Company Ashland, its Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by accepting the Award and participating in the Plan, the Employee Participant shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the CompanyAshland, its Affiliates nor the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the EmployeeParticipant’s local currency and the United States dollar that may affect the value of the Stock Options Performance Units or any amounts due payable to the Employee Participant pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlementPerformance Units; and (n) if the Company Ashland determines that the Employee Participant has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the CompanyAshland, as in effect from time to time, or the Company Ashland is required to make recovery from the Employee Participant under Applicable Law applicable law or a Company an Ashland policy adopted to comply with applicable legal requirements, then the Company Ashland may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (ai) recover from the Employee Participant the proceeds from Stock Options exercised Performance Units up to three (3) years prior to the EmployeeParticipant’s termination of employment or any time thereafter, (bii) cancel the EmployeeParticipant’s outstanding Stock Options Performance Units whether or not vested, and (ciii) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock Optionthe grant of these SARs, the Employee acknowledges, understands acknowledges and agrees that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; time unless otherwise provided in the Plan or this Stock Notification and Award Agreement; (bii) the grant of Stock Options these SARs is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsSARs, or benefits in lieu of Stock OptionsSARs, even if Stock Options SARs have been granted repeatedly in the past; ; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; ; (div) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; law; (ev) the Employee is participating voluntarily in the Plan; ; (fvi) Stock Options these SARs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and their resulting benefits are not intended to replace any pension rights or compensation; is outside the scope of the Employee’s employment contract, if any; (gvii) Stock Options and their resulting benefits these SARs are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law and law; (viii) in no the event should be considered as compensation for, or relating in any way to, past services for that the Employee is not an employee of the Company, the Employer or any Subsidiary or Affiliate; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options SAR award will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; Affiliate of the Company; (jix) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (kx) if the underlying Shares do not increase in value, these SARs will have no value; (xi) in consideration of the grant of these SARs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Options these SARs resulting from termination of the Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), ) and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Stock Notification and Award Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim claim; and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (lxii) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits SARs and vest in SARs under this Grant Agreement after termination of employmentthe Plan, if any, will be measured by terminate effective as of the date of termination of Employee’s active employment that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise these SARs after termination of employment, if any, will be measured by the date of termination of the Employee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; these SARs, and (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (nxiii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (a) recover from the Employee the proceeds from Stock Options SARs exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options SARs whether or not vested, and (c) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock OptionOption grant, the Employee acknowledges, understands acknowledges and agrees that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 17(a), may be modified, amended, suspended or terminated by the Company at any time; ; (bii) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; ; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; Company and/or the Committee; (div) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; law; (ev) the Employee is participating voluntarily in the Plan; ; (fvi) Stock Options and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any; (vii) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; ; (gviii) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; ; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (iix) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; ; (jx) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (kxi) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer Employer, waives his or her ability, if any, to bring any such claim, and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; ; (lxii) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Stock Notification and Award Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; ; and (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (nxiii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock OptionThe Borrower, the Employee acknowledgesother Loan Parties, understands the Lenders and agrees the Administrative Agent hereby acknowledge and agree that: (a) certain deferred cash grants were or are being awarded to employees and/or officers of the Plan is established voluntarily by Parent, the CompanyAdvisor and/or their Affiliates pursuant to equity compensation plans during 2022 and 2023, it is discretionary in nature aggregate amounts of $7,950,817 in 2022 and $13,063,844 in 2023 (i.e. $21,014,661 in the aggregate) (the “Specified Deferred Cash Grants”), which the parties hereto have agreed may be modified, amended, suspended made (and were or terminated by are being made) in lieu of deferred stock grants that would otherwise be permitted and made under the Company at any timeterms of the Advisory Agreement; (b) accordingly, (i) the grant departure from the terms of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits the Advisory Agreement in lieu of Stock Options, even if Stock Options have been granted repeatedly making the Specified Deferred Cash Grants as described in the past;foregoing clause (a) shall be deemed to be permitted under Section 7.13(b) of the Credit Agreement; provided, however, the Borrower and the other Loan Parties agree that the Specified Deferred Cash Grants, together with any other Restricted Payments made pursuant to Section 7.06(f) of the Credit Agreement, shall not exceed $30,000,000 in the aggregate; (ii) the Lenders and the Administrative Agent hereby waive non-compliance with Section 7.13(b), if any, prior to the date hereof, which resulted or would result (absent this waiver) from the making of the Specified Deferred Cash Grants in accordance with the foregoing provisions of this Section 2, and (iii) effective from the date hereof Section 7.13(b) shall be deemed to be amended to permit the Specified Deferred Cash Grants in accordance with the foregoing provisions of this Section 2; and (c) all decisions with respect to future grants, if any, will the waiver contained in this Waiver shall be at effective only in this instance and for the sole discretion of the Company; (d) the Employee’s participation in the Plan shall not create a right to further employment with the Employer specific purpose for which it was intended and shall not interfere with be deemed to be a consent to any other transaction or matter or waiver of compliance in the ability future, or a waiver of any preceding or succeeding breach of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; (e) the Employee is participating voluntarily in the Plan; (f) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer same or any Subsidiary other covenant or Affiliate; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; (j) the future value provision of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable LawCredit Agreement.

Acknowledgement and Waiver. By accepting this Stock Option, the Employee The Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the CompanyAshland, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company Ashland at any time; (b) the grant of Stock Options PUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsPUs, or benefits in lieu of Stock OptionsPUs, even if Stock Options PUs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyAshland; (d) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; (e) the Employee Participant is participating voluntarily in the Plan; (fe) Stock Options this Award and their any resulting benefits are not intended to replace any pension rights or compensation; (gf) Stock Options this Award and their any resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for Ashland, its Affiliates or the Company, the Employer or any Subsidiary or AffiliateEmployer; (hg) unless otherwise agreed with the CompanyAshland, the Stock Options and the Shares subject to the Stock Options, PUs and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee Participant may provide as a director of any Subsidiary or Affiliate; (ih) this grant of Stock Options Award will not be interpreted to form an employment contract or relationship with Ashland, any of its Affiliates or the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or AffiliateEmployer; (ji) the future value of the Shares underlying Shares the PUs is unknown, indeterminable and cannot be predicted with certainty; (kj) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options PUs resulting from termination of Employeethe Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Law.

Acknowledgement and Waiver. By executing the Award Notice and accepting the grant of the Option evidenced by the Award Notice and this Stock OptionAgreement, the Employee acknowledges, understands and agrees Optionee acknowledges that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (bi) the grant of Stock Options the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, Options even if Stock Options have been granted repeatedly in the past; ; (cii) all decisions with respect to any such future grants, if any, grants will be at the sole discretion of the Company; ; (diii) the EmployeeOptionee’s participation in receipt of the Plan Option shall not create a right to further employment with the Employer Company and shall not interfere with the ability of the Employer Company to terminate the EmployeeOptionee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; with or without cause; (eiv) the Employee Option is participating voluntarily in the Plan; (f) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, including but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; payments; (h) unless otherwise agreed with the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; (jv) the future value of the underlying Shares shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (kvi) if the Optionee exercises his or her Option and obtains shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the option price; (vii) if the underlying shares do not increase in value, the Option will have no value; and (x) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting arises from termination of Employee’s employment by the Company Options or the Employer (for any reason whatsoever and whether or not diminution in breach of local labor laws), and in consideration value of the grant Option or shares of Common Stock purchased through exercise of the Stock Options to which Option and the Employee is otherwise not entitled, the Employee Optionee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company and the Employer its Affiliates 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawarise.

Acknowledgement and Waiver. By accepting this Stock OptionAward, the Employee Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the CompanyXxxxxxx, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company Ashland at any time; (b) the grant of Stock Options RSEs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsRSEs, or benefits in lieu of Stock OptionsRSEs, even if Stock Options RSEs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyAshland; (d) the EmployeeParticipant’s participation in the Plan shall not create a right to further continued employment with Ashland or the Employer Employer, as applicable, and shall not interfere with the ability of the Employer to terminate the EmployeeParticipant’s employment relationship at any time and it is expressly agreed and understood that as may be permitted under applicable law and/or any employment is terminable at the will of either party, insofar as permitted by Applicable Lawagreement; (e) the Employee Participant is participating voluntarily in the Plan; (f) Stock Options this Award and their any resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options this Award and their any resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for Ashland, its Affiliates or the Company, the Employer or any Subsidiary or AffiliateEmployer; (h) unless otherwise agreed with the CompanyXxxxxxx, the Stock Options and the Shares subject to the Stock Options, RSEs and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee Participant may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options Award will not be interpreted to form an employment contract or relationship with Xxxxxxx, any of its Affiliates or the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or AffiliateEmployer; (j) the future value of the Shares underlying Shares the RSEs is unknown, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options RSEs resulting from termination of Employeethe Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and ; (l) in consideration of the grant of the Stock Options Award to which the Employee Participant is otherwise not entitled, the Employee Participant expressly and irrevocably agrees never to institute any claim against Ashland, its Affiliates and the Company or the Employer Employer, and expressly waives and releases the Company Ashland, its Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by accepting the Award and participating in the Plan, the Employee Participant shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither Ashland, its Affiliates nor the Company, the Employer, nor any Subsidiary or Affiliate Employer will be liable for any foreign exchange rate fluctuation between the EmployeeParticipant’s local currency and the United States dollar that may affect the value of the Stock Options RSEs or any amounts due payable to the Employee Participant pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlementRSEs; and (n) if the Company Ashland determines that the Employee Participant has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the CompanyAshland, as in effect from time to time, or the Company Ashland is required to make recovery from the Employee Participant under Applicable Law applicable law or a Company an Ashland policy adopted to comply with applicable legal requirements, then the Company Ashland may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (ai) recover from the Employee Participant the proceeds from Stock Options exercised RSEs up to three (3) years prior to the EmployeeParticipant’s termination of employment or any time thereafter, (bii) cancel the EmployeeParticipant’s outstanding Stock Options RSEs whether or not vested, and (ciii) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock Optionthe grant of the RSUs, the Employee Participant acknowledges, understands and agrees that: (a) the 2016 Plan is established voluntarily by the CompanyValvoline, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company Valvoline at any time; (b) the grant of Stock Options RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsRSUs, or benefits in lieu of Stock OptionsRSUs, even if Stock Options RSUs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyValvoline; (d) the EmployeeParticipant’s participation in the 2016 Plan shall not create a right to further continued employment with Valvoline or the Employer Employer, as applicable, and shall not interfere with the ability of Valvoline or the Employer Employer, as applicable, to terminate the EmployeeParticipant’s employment relationship at any time and it is expressly agreed and understood that as may be permitted under applicable law and/or any employment is terminable at the will of either party, insofar as permitted by Applicable Lawagreement; (e) the Employee Participant is participating voluntarily in the 2016 Plan; (f) Stock Options this Award and their the resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options this Award and their the resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law applicable law and in no event should be considered as compensation for, or relating in any way to, past services for Valvoline, its Subsidiaries and the Company, the Employer or any Subsidiary or AffiliateEmployer; (h) unless otherwise agreed with the CompanyValvoline, the Stock Options and the Shares subject to the Stock Options, RSUs and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee Participant may provide as a director of any Subsidiary or AffiliateSubsidiary; (i) this grant of Stock Options Award will not be interpreted to form an employment contract or relationship with Valvoline, any of its Subsidiaries or the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or AffiliateEmployer; (j) the future value of the shares of Common Stock underlying Shares the RSUs is unknown, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options RSUs resulting from termination of Employeethe Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and ; (l) in consideration of the grant of the Stock Options this Award to which the Employee Participant is otherwise not entitled, the Employee Participant expressly and irrevocably agrees never to institute any claim against Valvoline, its Subsidiaries and the Company or the Employer Employer, and expressly waives and releases the Company Valvoline, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by accepting this Award and participating in the 2016 Plan, the Employee Participant shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither Valvoline, its Subsidiaries nor the Company, the Employer, nor any Subsidiary or Affiliate Employer will be liable for any foreign exchange rate fluctuation between the EmployeeParticipant’s local currency and the United States dollar that may affect the value of the Stock Options RSUs or any amounts due payable to the Employee Participant pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlementRSUs; and (n) if the Company Valvoline determines that the Employee Participant has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the CompanyValvoline, as in effect from time to time, or the Company Valvoline is required to make recovery from the Employee Participant under Applicable Law applicable law or a Company Valvoline policy adopted to comply with applicable legal requirements, then the Company Valvoline may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (ai) recover from the Employee Participant the proceeds from Stock Options exercised RSUs up to three (3) years prior to the EmployeeParticipant’s termination of employment or any time thereafter, (bii) cancel the EmployeeParticipant’s outstanding Stock Options RSUs whether or not vested, and (ciii) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock Option, the Employee acknowledges, understands You acknowledge and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement; (b) the grant of Stock Options Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsAwards, or benefits in lieu of Stock OptionsAwards, even if Stock Options Awards have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the Employee’s your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s your employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Lawlaw; (e) the Employee is you are participating voluntarily in the Plan; (f) Stock Options Awards and their resulting benefits are an extraordinary item that does not intended constitute compensation of any kind for services of any kind rendered to replace any pension rights the Company or compensationthe Employer, and are outside the scope of your employment contract, if any; (g) Stock Options Awards and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliatelaw; (h) unless otherwise agreed with in the event that you are not an employee of the Company, the Stock Options and the Shares subject to the Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any Subsidiary or Affiliate; (i) this Award grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option Award grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;of the Company; and (ji) the future value in consideration of the underlying Shares is unknownthis Award, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Options this grant or diminution in value of this Award resulting from termination of Employee’s your employment by the Company or the Employer (for any reason whatsoever whatsoever) and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee you irrevocably agrees never to institute any claim against the Company or the Employer and releases release the Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee you shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Lawclaim.

Acknowledgement and Waiver. By accepting this Stock OptionAward, the Employee Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the CompanyXxxxxxx, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company Ashland at any time; (b) the grant of Stock Options PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsPSUs, or benefits in lieu of Stock OptionsPSUs, even if Stock Options PSUs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyAshland; (d) the EmployeeParticipant’s participation in the Plan shall not create a right to further continued employment with Ashland or the Employer Employer, as applicable, and shall not interfere with the ability of Ashland or the Employer Employer, as applicable, to terminate the EmployeeParticipant’s employment relationship at any time and it is expressly agreed and understood that as may be permitted under applicable law and/or any employment is terminable at the will of either party, insofar as permitted by Applicable Lawagreement; (e) the Employee Participant is participating voluntarily in the Plan; (f) Stock Options this Award and their any resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options this Award and their any resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for Ashland, its Affiliates or the Company, the Employer or any Subsidiary or AffiliateEmployer; (h) unless otherwise agreed with the CompanyXxxxxxx, the Stock Options and the Shares subject to the Stock Options, PSUs and the income and value of the same, are not granted as consideration for, or in connection with, services the service the Employee Participant may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options Award will not be interpreted to form an employment contract or relationship with Xxxxxxx, any of its Affiliates or the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or AffiliateEmployer; (j) the future value of the Shares underlying Shares the PSUs is unknown, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options PSUs resulting from termination of Employeethe Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and ; (l) in consideration of the grant of the Stock Options Award to which the Employee Participant is otherwise not entitled, the Employee Participant expressly and irrevocably agrees never to institute any claim against Ashland, its Affiliates, and the Company or the Employer Employer, and expressly waives and releases the Company Ashland, its Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by accepting the Award and participating in the Plan, the Employee Participant shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the CompanyAshland, its Affiliates nor the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the EmployeeParticipant’s local currency and the United States dollar that may affect the value of the Stock Options PSUs or any amounts due payable to the Employee Participant pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlementPSUs; and (n) if the Company Ashland determines that the Employee Participant has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the CompanyAshland, as in effect from time to time, or the Company Ashland is required to make recovery from the Employee Participant under Applicable Law applicable law or a Company an Ashland policy adopted to comply with applicable legal requirements, then the Company Ashland may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (ai) recover from the Employee Participant the proceeds from Stock Options exercised PSUs up to three (3) years prior to the EmployeeParticipant’s termination of employment or any time thereafter, (bii) cancel the EmployeeParticipant’s outstanding Stock Options PSUs whether or not vested, and (ciii) take any other action required or permitted by Applicable Lawapplicable law.

Acknowledgement and Waiver. By accepting this Stock Option, the Employee The Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the CompanyAshland, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company Ashland at any time; (b) the grant of Stock Options RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsRSUs, or benefits in lieu of Stock OptionsRSUs, even if Stock Options RSUs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyAshland; (d) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Law; (e) the Employee Participant is participating voluntarily in the Plan; (fe) Stock Options this Award and their any resulting benefits are not intended to replace any pension rights or compensation;; Personal and Confidential (gf) Stock Options this Award and their any resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for Ashland, its Affiliates or the Company, the Employer or any Subsidiary or AffiliateEmployer; (hg) unless otherwise agreed with the CompanyAshland, the Stock Options and the Shares subject to the Stock Options, RSUs and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee Participant may provide as a director of any Subsidiary or Affiliate; (ih) this grant of Stock Options Award will not be interpreted to form an employment contract or relationship with Ashland, any of its Affiliates or the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or AffiliateEmployer; (ji) the future value of the Shares underlying Shares the RSUs is unknown, indeterminable and cannot be predicted with certainty; (kj) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options RSUs resulting from termination of Employeethe Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer and releases the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither the Company, the Employer, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the Stock Options or any amounts due to the Employee pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlement; and (n) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Law, (a) recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Stock Options whether or not vested, and (c) take any other action required or permitted by Applicable Law.

Acknowledgement and Waiver. By accepting this Stock OptionAward, the Employee Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the CompanyAxxxxxx, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company Ashland at any time; (b) the grant of Stock Options RSEs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Stock OptionsRSEs, or benefits in lieu of Stock OptionsRSEs, even if Stock Options RSEs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyAshland; (d) the EmployeeParticipant’s participation in the Plan shall not create a right to further continued employment with Ashland or the Employer Employer, as applicable, and shall not interfere with the ability of the Employer to terminate the EmployeeParticipant’s employment relationship at any time and it is expressly agreed and understood that as may be permitted under applicable law and/or any employment is terminable at the will of either party, insofar as permitted by Applicable Lawagreement; (e) the Employee Participant is participating voluntarily in the Plan; (f) Stock Options this Award and their any resulting benefits are not intended to replace any pension rights or compensation; (g) Stock Options this Award and their any resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments insofar as permitted by Applicable Law and in no event should be considered as compensation for, or relating in any way to, past services for Ashland, its Affiliates or the Company, the Employer or any Subsidiary or AffiliateEmployer; (h) unless otherwise agreed with the CompanyAxxxxxx, the Stock Options and the Shares subject to the Stock Options, RSEs and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee Participant may provide as a director of any Subsidiary or Affiliate; (i) this grant of Stock Options Award will not be interpreted to form an employment contract or relationship with Axxxxxx, any of its Affiliates or the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or AffiliateEmployer; (j) the future value of the Shares underlying Shares the RSEs is unknown, indeterminable and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options RSEs resulting from termination of Employeethe Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and ; (l) in consideration of the grant of the Stock Options Award to which the Employee Participant is otherwise not entitled, the Employee Participant expressly and irrevocably agrees never to institute any claim against Ashland, its Affiliates and the Company or the Employer Employer, and expressly waives and releases the Company Ashland, its Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by accepting the Award and participating in the Plan, the Employee Participant shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to exercise or otherwise to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; (m) neither Ashland, its Affiliates nor the Company, the Employer, nor any Subsidiary or Affiliate Employer will be liable for any foreign exchange rate fluctuation between the EmployeeParticipant’s local currency and the United States dollar that may affect the value of the Stock Options RSEs or any amounts due payable to the Employee Participant pursuant to the settlement of the Stock Options or the subsequent sale of any Shares acquired upon settlementRSEs; and (n) if the Company Ashland determines that the Employee Participant has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the CompanyAshland, as in effect from time to time, or the Company Ashland is required to make recovery from the Employee Participant under Applicable Law applicable law or a Company an Ashland policy adopted to comply with applicable legal requirements, then the Company Ashland may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under Applicable Lawapplicable law, (ai) recover from the Employee Participant the proceeds from Stock Options exercised RSEs up to three (3) years prior to the EmployeeParticipant’s termination of employment or any time thereafter, (bii) cancel the EmployeeParticipant’s outstanding Stock Options RSEs whether or not vested, and (ciii) take any other action required or permitted by Applicable Lawapplicable law.