Common use of Acknowledgment and Waiver Clause in Contracts

Acknowledgment and Waiver. By executing the Grant Letter, participating in the Plan and accepting the grant of the Option evidenced hereby, the Participant agrees and acknowledges that: (a) the Plan is discretionary in nature and that the Corporation can amend, cancel or terminate the Plan at any time; (b) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options or benefits in lieu of any options, even if options have been granted repeatedly in the past; (c) all determinations with respect to any future purchases, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisable, will be at the sole discretion of the Corporation; (d) the Participant’s participation in the Plan is voluntary and of his or her own free will; (e) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Participant’s employment contract, if any; (f) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the Option expires upon termination of employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) in the event of involuntary termination of the Participant’s employment, the Participant’s right to receive or exercise the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the Participant’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (i) the future value of the shares subject to the Option is unknown and cannot be predicted with any certainty; (j) the grant of the Option has been made to the Participant in the Participant’s status as an employee of the Participant’s employer, and can in no event be understood or interpreted to mean that the Participant has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; (k) the Participant shall not make any claim or have any entitlement to compensation or damages in connection with the termination of the Option or diminution in value of the Option under the Plan, and Participant hereby irrevocably releases the Corporation and related corporation from any such claim or entitlement; and (l) the Participant’s participation in the Plan shall not create a right to employment or further employment with the Corporation or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship at any time, with or without cause.

Acknowledgment and Waiver. By executing the Grant Letter, participating in the Plan Plan, and accepting the grant of the Option evidenced herebyOption, the Participant Optionee agrees and acknowledges that: : (ai) the Plan is discretionary in nature and that all determinations with respect to any future grants, including but not limited to, the Corporation times when options shall be granted, the number of Shares subject to each option, the exercise price and the time or times when each right shall be exercisable will be at the sole discretion of the Company, and the Company can amend, cancel cancel, or terminate the Plan at any time; ; (bii) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options options, or benefits in lieu of any options, the Options even if options have been granted repeatedly in the past; ; (c) all determinations with respect to any future purchases, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisable, will be at the sole discretion of the Corporation; (diii) the ParticipantOptionee’s participation in the Plan is voluntary and of his or her own free will; voluntary; (eiv) the value of the Option is an extraordinary item of compensation, which is outside the scope of the ParticipantOptionee’s employment contractagreement, if any; ; (fv) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any terminationsocial benefits, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; ; (g) the Option expires upon termination of employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) in the event of involuntary termination of the Participant’s employment, the Participant’s right to receive or exercise the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the Participant’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (ivi) the future value of the shares subject to Shares purchased under the Option Plan is unknown and cannot be predicted with any certainty; , and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (jvii) in the grant event that Optionee is not a service provider of the Company, this Option has been made grant will not be interpreted to form an employment contract or relationship with the Participant in the Participant’s status as an employee of the Participant’s employerCompany, and can in no event furthermore, this Option grant will not be understood or interpreted to mean that an entity other than the Participant entity that engages the Optionee has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; Optionee; (kviii) the Participant shall not make any no claim or have any entitlement to compensation or damages in connection with arises from the termination expiration of the this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee’s engagement with the Option under the Plan, Company (for any reason whatsoever and Participant hereby whether or not in breach of local labor laws) and Optionee irrevocably releases the Corporation and related corporation Company from any such claim or entitlementthat may arise; and if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Option Agreement, Optionee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (lix) the Participantunless there is a written engagement agreement for a specified term in effect, Optionee’s participation in the Plan shall not create a right to employment or further employment engagement with the Corporation or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship Company may be terminated at any time, with or without causeCause, by the Company and neither the Plan nor this Option shall obligate the Company to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee’s status as a service provider.

Acknowledgment and Waiver. By executing the Grant Letter, participating in the Plan and accepting the grant of the Option evidenced hereby, the Participant agrees and acknowledges that: (a) the Plan is discretionary in nature and that the Corporation can amend, cancel or terminate the Plan at any timetime except as may otherwise be explicitly provided in this Agreement and the Plan; (b) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options or benefits in lieu of any options, even if options have been granted repeatedly in the past; (c) all determinations with respect to any future purchases, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisable, will be at the sole discretion of the Corporation; (d) the Participant’s participation in the Plan is voluntary and of his or her own free will; (e) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Participant’s employment contract, if any; (f) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the Option expires upon termination of employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) (except as may otherwise be explicitly provided in this Agreement and the Plan) in the event of involuntary termination of the Participant’s employment, the Participant’s right to receive or exercise the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the Participant’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (i) the future value of the shares subject to the Option is unknown and cannot be predicted with any certainty; (j) the grant of the Option has been made to the Participant in the Participant’s status as an employee of the Participant’s employer, and can in no event be understood or interpreted to mean that the Participant has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; (k) the Participant shall not make any claim or have any entitlement to compensation or damages in connection with the termination of the Option or diminution in value of the Option under the Plan, and Participant hereby irrevocably releases the Corporation and related corporation from any such claim or entitlement; and (l) the Participant’s participation in the Plan shall not create a right to employment or further employment with the Corporation or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship at any time, with or without cause.

Acknowledgment and Waiver. By executing the Grant Letter, participating in the Plan and accepting the grant of the Option evidenced hereby, the Participant agrees and acknowledges that: (a) the Plan is discretionary in nature and that the Corporation can amend, cancel or terminate the Plan at any time; (b) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options or benefits in lieu of any options, even if options have been granted repeatedly in the past; (c) all determinations with respect to any future purchases, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisable, will be at the sole discretion of the Corporation; (d) the Participant’s participation in the Plan is voluntary and of his or her own free will; (e) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Participant’s employment contract, if any; (f) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the Option expires upon termination of employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) in the event of involuntary termination of the Participant’s employment, the Participant’s right to receive or exercise the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the Participant’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (i) the future value of the shares subject to the Option is unknown and cannot be predicted with any certainty; (j) the grant of the Option has been made to the Participant in the Participant’s status as an employee of the Participant’s employer, and can in no event be understood or interpreted to mean that the Participant has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; (k) the Participant shall not make any claim or have any entitlement to compensation or damages in connection with the termination of the Option or diminution in value of the Option under the Plan, and Participant hereby irrevocably releases the Corporation and related corporation from any such claim or entitlement; and (l) the Participant’s participation in the Plan shall not create a right to employment or further employment with the Corporation or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship at any time, with or without causecause and neither this Agreement or the Plan shall form part of the Participant’s terms of employment (either expressly or impliedly) nor in any way entitle the Participant to take into account such participation in calculating any compensation or damages on the termination of the Participant’s employment for whatever reason (whether lawful or unlawful) which might otherwise be payable to him, and the Participant’s terms of employment shall be deemed to be varied accordingly.

Acknowledgment and Waiver. By executing the Grant Letter, participating in the Plan and In accepting the grant of the Option evidenced herebygrant, the Participant agrees and Employee acknowledges that: : (ai) the Plan is established voluntarily by the Corporation, it is discretionary in nature and that may be modified, suspended or terminated by the Corporation can amend, cancel or terminate the Plan at any time; , as provided in the Plan and this Agreement; (bii) the grant of the Option under the Plan is voluntary and occasional, occasional and does not create any contractual or other right to receive future grants of any options Options, or benefits in lieu of any options, Options even if options Options have been granted repeatedly in the past; ; (ciii) all determinations decisions with respect to any future purchasesgrants, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisableif any, will be at the sole discretion of the Corporation; ; (div) the ParticipantEmployee’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; (v) the Employee’s participation in the Plan is voluntary and of his or her own free will; voluntary; (evi) the value of the Option is an extraordinary item that does not constitute compensation of compensationany kind for services of any kind rendered to the Corporation or the Employer, and which is outside the scope of the ParticipantEmployee’s employment contract, if any; ; (fvii) the Option is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any termination, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; ; (gviii) in the event that the Employee is not an employee of the Corporation, the Option grant will not be interpreted to form an employment contract or relationship with the Corporation; and furthermore, the Option grant will not be interpreted to form an employment contract with any Subsidiary of the Corporation; (ix) the future value of the underlying shares is unknown and cannot be predicted with certainty; (x) if the underlying shares do not increase in value, the Option expires will have no value; (xi) if the Employee exercises the Option and obtains shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the Xxxxx Xxxxx; (xii) no claim or entitlement to compensation or damages arises from termination of employment for any reason except as may otherwise be explicitly provided the Option or diminution in this Agreement value of the Option or shares purchased through exercise of the Option and the Plan; Employee irrevocably releases the Corporation and the Employer from any such claim that may arise; and (hxiii) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the ParticipantEmployee’s employment, the ParticipantEmployee’s right to receive or exercise the Option Options and vest in Options under the Plan, if any, will terminate effective as of the date that the Participant Employee is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the ParticipantEmployee’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of be measured by the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (i) the future value of the shares subject to the Option is unknown and cannot be predicted with any certainty; (j) the grant of the Option has been made to the Participant in the Participant’s status as an employee of the Participant’s employer, and can in no event be understood or interpreted to mean that the Participant has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; (k) the Participant shall not make any claim or have any entitlement to compensation or damages in connection with the termination of the Option or diminution in value of the Option under the Plan, and Participant hereby irrevocably releases the Corporation and related corporation from any such claim or entitlement; and (l) the ParticipantEmployee’s participation in the Plan shall not create a right to employment or further employment with the Corporation or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship at any time, with or without causeactive employment.

Acknowledgment and Waiver. By executing the Grant Letter, participating in the Plan Plan, and accepting the grant of the Option evidenced herebyOption, the Participant Optionee agrees and acknowledges that: : (ai) the Plan is discretionary in nature and that all determinations with respect to any future grants, including but not limited to, the Corporation times when options shall be granted, the number of Shares subject to each option, the exercise price and the time or times when each right shall be exercisable will be at the sole discretion of the Company, and the Company can amend, cancel cancel, or terminate the Plan at any time; ; (bii) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options options, or benefits in lieu of any options, the Options even if options have been granted repeatedly in the past; ; (c) all determinations with respect to any future purchases, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisable, will be at the sole discretion of the Corporation; (diii) the ParticipantOptionee’s participation in the Plan is voluntary and of his or her own free will; voluntary; (eiv) the value of the Option is an extraordinary item of compensation, which is outside the scope of the ParticipantOptionee’s employment contractengagement agreement, if any; ; (fv) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any terminationsocial benefits, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; ; (g) the Option expires upon termination of employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) in the event of involuntary termination of the Participant’s employment, the Participant’s right to receive or exercise the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the Participant’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (ivi) the future value of the shares subject to Shares purchased under the Option Plan is unknown and cannot be predicted with any certainty; (j) , and the grant of Company makes no express or implied promise about the Option has been made financial gain or loss to the Participant be achieved through participation in the Participant’s status as Plan; (vii) in the event that Optionee is not an employee of the Participant’s employerCompany, this Option grant will not be interpreted to form an employment contract or relationship with the Company, and can in no event furthermore, this Option grant will not be understood or interpreted to mean that an entity other than the Participant entity that engages the Optionee has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; Optionee; (kviii) the Participant shall not make any no claim or have any entitlement to compensation or damages in connection with arises from the termination expiration of the this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee’s engagement with the Option under the Plan, Company (for any reason whatsoever) and Participant hereby Optionee irrevocably releases the Corporation and related corporation Company from any such claim or entitlementthat may arise; and if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Option Agreement, Optionee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (lix) the Participantunless there is a written engagement agreement for a specified term in effect, Optionee’s participation in the Plan shall not create a right to employment or further employment engagement with the Corporation or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship Company may be terminated at any time, with or without causeCause, by the Company and neither the Plan nor this Option shall obligate the Company to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee’s status as a service provider.

Acknowledgment and Waiver. By executing the Grant Letter, participating in the Plan and accepting the grant of the Option evidenced hereby, the Participant agrees and acknowledges that: (a) the Plan is discretionary in nature and that the Corporation can amend, cancel or terminate the Plan at any time; (b) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options or benefits in lieu of any options, even if options have been granted repeatedly in the past; (c) all determinations with respect to any future purchases, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisable, will be at the sole discretion of the Corporation; (d) the Participant’s participation in the Plan is voluntary and of his or her own free will; (e) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Participant’s employment contract, if any; (f) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the Option expires upon termination of employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) in the event of involuntary termination of the Participant’s employment, the Participant’s right to receive or exercise the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the Participant’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (i) the future value of the shares subject to the Option is unknown and cannot be predicted with any certainty; (j) the grant of the Option has been made to the Participant in the Participant’s status as an employee of the Participant’s employer, and can in no event be understood or interpreted to mean that the Participant has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; (k) the Participant shall not make any claim or have any entitlement to compensation or damages in connection with the termination of the Option or diminution in value of the Option under the Plan, and Participant hereby irrevocably releases the Corporation and related corporation from any such claim or entitlement; and (l) the Participant’s participation in the Plan shall not create a right to employment or further employment with the Corporation or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship at any time, with or without cause.

Acknowledgment and Waiver. 11.1. By executing the Grant Letter, participating in the Plan Plan, and accepting the grant of the Option evidenced herebyOption, the Participant Optionee agrees and acknowledges that: : (ai) the Plan is discretionary in nature and that all determinations with respect to any future grants, including but not limited to, the Corporation times when options shall be granted, the number of Shares subject to each option, the exercise price and the time or times when each right shall be exercisable will be at the sole discretion of the Company, and the Company can amend, cancel cancel, or terminate the Plan at any time; ; (bii) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options options, or benefits in lieu of any options, the Options even if options have been granted repeatedly in the past; ; (c) all determinations with respect to any future purchases, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisable, will be at the sole discretion of the Corporation; (diii) the ParticipantOptionee’s participation in the Plan is voluntary and of his or her own free will; voluntary; (eiv) the value of the Option is an extraordinary item of compensation, which is outside the scope of the ParticipantOptionee’s employment contractagreement, if any; ; (fv) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any terminationsocial benefits, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; ; (g) the Option expires upon termination of employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) in the event of involuntary termination of the Participant’s employment, the Participant’s right to receive or exercise the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the Participant’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (ivi) the future value of the shares subject to Shares purchased under the Option Plan is unknown and cannot be predicted with any certainty; (j) , and the grant of Company makes no express or implied promise about the Option has been made financial gain or loss to the Participant be achieved through participation in the Participant’s status as an employee of the Participant’s employer, and can in no event Plan; (vii) this Option grant will not be understood or interpreted to mean that an entity other than the Participant entity that engages the Optionee has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; Optionee; (kviii) the Participant shall not make any no claim or have any entitlement to compensation or damages in connection with arises from the termination expiration of the this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee's engagement with the Option under the Plan, Company or any Affiliate thereof (for any reason whatsoever) and Participant hereby Optionee irrevocably releases the Corporation Company and related corporation any Affiliate thereof engaging Optionee from any such claim or entitlementthat may arise; and if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Option Agreement, Optionee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (lix) the Participant’s participation unless there is a written engagement agreement for a specified term in the Plan shall not create a right to employment or further employment effect, Optionee's engagement with the Corporation Company or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship any Affiliate thereof may be terminated at any time, with or without causeCause, by the Company or any Affiliate thereof and neither the Plan nor this Option shall obligate the Company or any Affiliate to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee's status as an employee or service provider. 11.2. In the event that a duly authorized legal body or other authorized forum, orders the Company or any Affiliate thereof to grant the Optionee the rights and privileges of a salaried employee, no income or gain which the Optionee may be credited with or which purports to be credited to the Optionee as a result of the grant or exercise of the Option, the issuance of the Shares, the sale thereof, or any other event or act hereunder, shall in any manner be taken into account in the calculation of the basis for the Optionee's entitlements from the Company or any Affiliate thereof or in the calculation of any social welfare right or other rights or benefits arising out of the engagement by the Company or any Affiliate thereof, including without limitation, social security, manager's insurance, educational fund, pension funds, severance pay, holiday pay, etc. In the event that the Company or any Affiliate thereof shall be required, pursuant to any law, to take into account for purposes of calculating any such benefits, any of the aforesaid elements of income or gain actually or theoretically credited to the Optionee, the Optionee shall promptly indemnify the Company and/or any Affiliate thereof against any expense caused to it in this regard, and any such amount shall be deemed a debt of the Optionee to the Company and/or any Affiliate thereof, which may be deducted or set off from any amounts payable to the Optionee.

Acknowledgment and Waiver. By executing the Grant Letter, participating in the Plan and In accepting the grant of the Option evidenced herebygrant, the Participant agrees and Optionee acknowledges that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and that it may be amended, suspended or terminated by the Corporation can amend, cancel or terminate the Plan Company at any time; , unless otherwise provided in the Plan and this Option Agreement; (bii) the grant of the Option under the Plan is voluntary and occasional, occasional and does not create any contractual or other right to receive future grants of any options options, or benefits in lieu of any options, even if it options have been granted repeatedly in the past; ; (ciii) all determinations decisions with respect to any future purchasesoption grants, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisableif any, will be at the sole discretion of the Corporation; Company; (div) the ParticipantOptionee’s participation in the Plan shall not create a right to further employment with the Optionee’s employer and shall not interfere with the ability of the Optionee’s employer to terminate the Optionee’s employment relationship at any time with or without cause; (v) the Optionee’s participation in the Plan is voluntary and of his or her own free will; voluntary; (evi) the value of the Option is an extraordinary item that does not constitute compensation of compensationany kind for services of any kind rendered to the Company or the Optionee’s employer, and which is outside the scope of the ParticipantOptionee’s employment contract, if any; ; (fvii) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; ; (gviii) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, the Option grant will not be interpreted to form an employment contract with the Optionee’s employer or any subsidiary or affiliate of the Company; (ix) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (x) if the underlying Shares do not increase in value, the Option expires will have no value; (xi) 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; (xii) in consideration of the grant of Options, no claim or entitlement to compensation or damages will arise from termination of the Options resulting from termination of the Optionee’s employment by the Company or the Optionee’s employer (for any reason except as may otherwise be explicitly provided whatsoever and whether or not in this Agreement breach of local labor laws) and Optionee irrevocably releases the Company and the Optionee’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Option Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to purse such claim; and (xiii) notwithstanding any terms or conditions of the Plan; (h) , in the event of involuntary termination of the ParticipantOptionee’s employmentemployment (whether or not in breach of local labor laws), the ParticipantOptionee’s right to receive or exercise the Option and to vest in Options under the Plan, if any, will terminate effective as of the date that the Participant Optionee is no longer actively employed, regardless of employed 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” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employmentemployment (whether or not in breach of local labor laws), the ParticipantOptionee’s right to exercise the Option under the Plan Options after termination of employment, if any, will terminate effective as be measured by the date of termination of the date the Participant is no longer actively employed, Optionee’s active employment and will not be extended by any reasonable notice period mandated under local law; (i) ; and the future value Board/Committee will have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the shares subject to the Optionee’s Option is unknown and cannot be predicted with any certainty; (j) the grant of the Option has been made to the Participant in the Participant’s status as an employee of the Participant’s employer, and can in no event be understood or interpreted to mean that the Participant has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; (k) the Participant shall not make any claim or have any entitlement to compensation or damages in connection with the termination of the Option or diminution in value of the Option under the Plan, and Participant hereby irrevocably releases the Corporation and related corporation from any such claim or entitlement; and (l) the Participant’s participation in the Plan shall not create a right to employment or further employment with the Corporation or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship at any time, with or without causegrant.

Acknowledgment and Waiver. By executing the Grant Letter, participating in the Plan Plan, and accepting the grant of the Option evidenced herebyOption, the Participant Optionee agrees and acknowledges that: : (ai) the Plan is discretionary in nature and that all determinations with respect to any future grants, including but not limited to, the Corporation times when options shall be granted, the number of Shares subject to each option, the exercise price and the time or times when each right shall be exercisable will be at the sole discretion of the Company, and the Company can amend, cancel cancel, or terminate the Plan at any time; ; (bii) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options options, or benefits in lieu of any options, the Options even if options have been granted repeatedly in the past; ; (c) all determinations with respect to any future purchases, including, but not limited to, when the Option shall be granted, the option price, and when each Option shall be exercisable, will be at the sole discretion of the Corporation; (diii) the Participant’s Optionee's participation in the Plan is voluntary and of his or her own free will; voluntary; (eiv) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Participant’s Optionee's employment contractagreement, if any; ; (fv) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any terminationsocial benefits, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; ; (g) the Option expires upon termination of employment for any reason except as may otherwise be explicitly provided in this Agreement and the Plan; (h) in the event of involuntary termination of the Participant’s employment, the Participant’s right to receive or exercise the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, the Participant’s right to exercise the Option under the Plan after termination of employment, if any, will terminate effective as of the date the Participant is no longer actively employed, and will not be extended by any reasonable notice period mandated under local law; (ivi) the future value of the shares subject to Shares purchased under the Option Plan is unknown and cannot be predicted with any certainty; (j) , and the grant of Company makes no express or implied promise about the Option has been made financial gain or loss to the Participant be achieved through participation in the Participant’s status as an employee of the Participant’s employer, and can in no event Plan; (vii) this Option grant will not be understood or interpreted to mean that an entity other than the Participant entity that engages the Optionee has an employment relationship with any party, including the Corporation and any related corporation that is not the Participant’s employer; Optionee; (kviii) the Participant shall not make any no claim or have any entitlement to compensation or damages in connection with arises from the termination expiration of the this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee's engagement with the Option under the Plan, Company or any Affiliate thereof (for any reason whatsoever) and Participant hereby Optionee irrevocably releases the Corporation Company and related corporation any Affiliate thereof engaging Optionee from any such claim or entitlementthat may arise; and if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Option Agreement, Optionee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (lix) the Participant’s participation unless there is a written engagement agreement for a specified term in the Plan shall not create a right to employment or further employment effect, Optionee's engagement with the Corporation Company or related corporation, and shall not interfere with or limit the ability of the Corporation or related corporation to terminate the Participant’s employment relationship any Affiliate thereof may be terminated at any time, with or without causeCause, by the Company or any Affiliate thereof and neither the Plan nor this Option shall obligate the Company or any Affiliate to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee's status as an employee.