Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any Affiliate. • The future value of the underlying shares is unknown and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 4 contracts
Samples: Award Agreement (Kimberly Clark Corp), Award Agreement (Kimberly Clark Corp), Award Agreement (Kimberly Clark Corp)
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise price. • My participation in the Plan is voluntaryprovisions. Participation in the Plan will is voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant’s employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award or recoupment of any shares of Common Stock acquired under the Plan resulting from (a) the termination of my the Participant’s employment by the Corporation or the Employer (regardless of the reason for any reason whatsoever such termination and whether or not the termination is later found to be invalid or in breach of employment laws); and/or (b) an actual breach by the Participant of Section 19, Section 20, any stand-alone restrictive covenant agreement, or any local labor lawsrestrictive covenant agreement; and/or (c) and in consideration the application of the grant of the AwardCorporation’s Recoupment Policy, to which I am otherwise not entitledRecovery Policy, I irrevocably agree never to institute or any claim against the Corporation recovery or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed clawback policy required by a court of competent jurisdiction, then, by participating in the Plan, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimslaw. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my the acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to the Participant understands that he or she should consult with my his or her own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to In connection with the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 2 contracts
Samples: Award Agreement (Kimberly Clark Corp), Award Agreement (Kimberly Clark Corp)
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise price. • My participation in the Plan is voluntaryprovisions. Participation in the Plan will is voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant’s employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my the Participant’s employment by the Corporation or the Employer (regardless of the reason for any reason whatsoever such termination and whether or not the termination is later found to be invalid or in breach of local labor employment laws) and in consideration of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims). • In the event of termination of my the Participant’s employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of or the Plan), my the Participant’s right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am the Participant 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); the Committee shall have the exclusive discretion to determine when I am the Participant is no longer actively employed for purposes of the AwardAward (including whether the Participant may still be considered employed while on a leave of absence). • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my the acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to the Participant understands that he or she should consult with my his or her own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 2 contracts
Samples: Award Agreement (Kimberly Clark Corp), Award Agreement (Kimberly Clark Corp)
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award granted to me under the Xxxxxxxx-Xxxxx Corporation’s 2001 Equity Participation Plan: • · The 2001 Equity Participation Plan is established voluntarily by (the Corporation, “Plan”) is discretionary in nature and Xxxxxxxx-Xxxxx may be modified, amended, suspended, cancelled cancel or terminated terminate it at any time. The grant of an Award is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the CorporationXxxxxxxx-Xxxxx, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • · My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) and shall not interfere with the ability The value of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form is an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares extraordinary item of Common Stock subject to the Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award restricted share unit award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for Xxxxxxxx-Xxxxx as my actual employer (the Corporation, the Employer or any Affiliate“Employer”). • · The future value of the underlying shares is unknown and cannot be predicted with certainty. • No If the underlying shares do not increase in value, the Award will have no value. · In consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the PRSUs or shares received upon vesting of PRSUs resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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 the Planaccepting this Award Agreement, I shall be deemed irrevocably to have agreed not waived any entitlement to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimsclaim. • · In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs PRSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • · The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • · Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is legally due by me and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUsPRSUs, the vesting of RSUsPRSUs, the conversion of the RSUs PRSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax resultItems. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • · Prior to the relevant taxable or tax withholding event, as applicable, I shall pay pay, or make adequate arrangements satisfactory to the Corporation and/or or to the Employer (in their sole discretion) to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by one me from my wages or other cash compensation payable to me by the Corporation or the Employer or from any equivalent cash payment received pursuant to the PRSUs. Alternatively, or in addition, if permissible under local law, the Corporation or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares to be issued pursuant to the PRSUs to satisfy Tax-Related Items, and/or (ii) withhold in shares, provided that the Corporation and the Employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount or any such amount as described by the Corporation not to result in adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding in shares, I am deemed to have been issued the full number of shares subject to the Award, notwithstanding that a combination number of shares is held back solely for the following:purpose of paying Tax-Related Items. I shall pay to the Corporation or to the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of my receipt of PRSUs, the vesting of PRSUs, the receipt of an equivalent cash payment, or the conversion of vested PRSUs to shares that cannot be satisfied by the means previously described. The Corporation may refuse to deliver shares to me if I fail to comply with my obligation in connection with the Tax-Related Items as described herein.
Appears in 1 contract
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award option is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award a grant of options or benefits in lieu of an Award options in the future, even if the Awards options have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awardsoption shares, vesting provisions and the exercise price. • My participation Participation in the Plan is voluntary. Participation in the Plan will voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award value of this option and the shares of Common Stock subject to covered by this option, and the Award income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant’s employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is option and the shares of Common Stock covered by this option, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • The future value Vesting of the underlying any option shares is unknown and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from ceases upon termination of my active employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment (whether or not in breach of local labor laws and except as may otherwise be explicitly provided in the Plan document or this Award Agreement of the PlanAgreement), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am the Participant is no longer actively employed for purposes of this option (including whether the AwardParticipant may still be considered employed while on a leave of absence). • The Corporation is not providing any tax, legal No claim or financial advice, nor is entitlement to compensation or damages shall arise from forfeiture of this option or diminution in value of this option resulting from termination of the Participant’s employment by the Corporation making any recommendations regarding participation or the Employer (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws). Unless otherwise agreed with the PlanCorporation, the option and shares of Common Stock covered by the option, and the income from and value of same, are not granted as consideration for, or my acquisition or sale in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares is unknown, indeterminable, and cannot be predicted with certainty. If the underlying shares do not increase in value, the option will have no value. If the Participant exercises this option and obtains shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the option price. Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of this option or of any amounts due to the Participant pursuant to the exercise of this option or the subsequent sale of any shares of Common StockStock acquired upon exercise. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), fringe benefit tax, social insurance, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awardthis option, including the grant of the RSUsincluding, but not limited to, the grant, vesting or exercise of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash paymentthis option, the subsequent sale of any shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalentsdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award this option to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to In connection with the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment or service with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment or service relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment or service contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event event, shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate. • The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • The Award will be subject to any policy adopted by the Corporation relating to the recovery of such Award to the extent it is determined that the Performance Goals were not actually achieved. Exhibit 10.8 • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment or service by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation Corporation, the Employer or the Employerany other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation and Corporation, the Employer and all other 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment or service (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs PRSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am no longer actively employed or in service and will not be extended by any notice period mandated under local law (e.g., active employment or service 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 I am no longer actively employed or in service for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the PRSUs or of any amounts due to me pursuant to the settlement of the PRSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUsPRSUs, the vesting of RSUsPRSUs, the conversion of the RSUs PRSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, I Exhibit 10.8 acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise price. • My participation in the Plan is voluntaryprovisions. Participation in the Plan will is voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant’s employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award or the recoupment of any shares of Common Stock acquired under the Plan resulting from (a) the termination of my the Participant’s employment by the Corporation or the Employer (regardless of the reason for any reason whatsoever such termination and whether or not the termination is later found to be invalid or in breach of local labor employment laws); and/or (b) and in consideration the application of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute Corporation’s Recoupment Policy or any claim against the Corporation recovery or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed clawback policy required by a court of competent jurisdiction, then, by participating in the Plan, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimslaw. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my the acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to the Participant understands that he or she should consult with my his or her own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to In connection with the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise priceprovisions. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) Employer and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service I may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims). • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of or the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the AwardAward (including whether I may still be considered employed while on a leave of absence). • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to me pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, shares subject to an Award and vesting provisions and the exercise priceprovisions. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “"Employer”") and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award Award, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service I may provide as a director of any Affiliate. • The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment by the Corporation or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and and, in consideration of the grant of the Award, Award to which I am otherwise not entitled, I irrevocably agree never not to institute any claim against the Corporation or the EmployerCorporation, waive my ability, if any, to bring any such claim, and release the Corporation and the Employer from or any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimsother Affiliate. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of or the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the AwardAward (including whether I may still be considered employed while on a leave of absence). • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to understand and agree that I should consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to me pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“"Tax-Related Items”"), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account any applicable withholding obligations for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise price. • My participation in the Plan is voluntaryprovisions. Participation in the Plan will is voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant's employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • The Award will be subject to any policy adopted by the Corporation relating to the recovery of such Award to the extent it is determined that the Performance Goals were not actually achieved. No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my the Participant's employment by the Corporation or the Employer (regardless of the reason for any reason whatsoever such termination and whether or not the termination is later found to be invalid or in breach of local labor employment laws) and in consideration of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims). • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my the acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to the Participant understands that he or she should consult with my his or her own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the PRSUs or of any amounts due to the Participant pursuant to the settlement of the PRSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUsPRSUs, the vesting of RSUsPRSUs, the conversion of the RSUs PRSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to In connection with the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. Exhibit 10.8 • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment or service with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment or service relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment or service contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate. • The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment or service by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation Corporation, the Employer or the Employerany other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation and Corporation, the Employer and all other 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment or service (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am no longer actively employed or in service and will not be extended by any notice period mandated under local law (e.g., active employment or service 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 I am no longer actively employed or in service for purposes of the Award. Exhibit 10.8 • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to me pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise priceprovisions. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) Employer and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service I may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims). • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of or the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the AwardAward (including whether I may still be considered employed while on a leave of absence). • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to me pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. 7 of 34 • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any Affiliate. • The future value of the underlying shares is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation Corporation, the Employer or the Employerany other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation and Corporation, the Employer and all other 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • I acknowledge and agree that neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to me pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. 8 of 34 • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • ● The Plan is established voluntarily by the Corporation, it is discretionary in nature and the Corporation may be modifiedmodify, amendedamend, suspendedsuspend, cancelled cancel or terminated terminate it at any time. The grant of an Award is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have an Award has been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • ● My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my the Participant’s actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate. • ● The Award and the shares value of Common Stock subject to the Award are is an extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are item outside the scope of my employment contract, if any, and are is not intended to replace any pension rights or compensation. As such, the Award PRSU award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer Corporation or any Affiliatemy Employer. • ● The future value of the underlying shares is unknown and cannot be predicted with certainty. • No ● The Award and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability. ● In consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the PRSUs or shares received upon vesting of PRSUs resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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 the Planaccepting this Award Agreement, I shall be deemed irrevocably to have agreed not waived any entitlement to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimsclaim. • ● In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs PRSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • ● The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • ● Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me, or deemed by the Corporation or the Employer to be an appropriate charge to me even if technically due by the Corporation or the Employer (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including including, but not limited to, the grant of the RSUsPRSUs, the vesting of RSUsPRSUs, the conversion of the RSUs PRSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date date of the Award and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • ● Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award granted to me under the Xxxxxxxx-Xxxxx Corporation’s 2001 Equity Participation Plan: • The 2001 Equity Participation Plan is established voluntarily by (the Corporation, “Plan”) is discretionary in nature and Xxxxxxxx-Xxxxx may be modified, amended, suspended, cancelled cancel or terminated terminate it at any time. The grant of an Award is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the CorporationXxxxxxxx-Xxxxx, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) and shall not interfere with the ability The value of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form is an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares extraordinary item of Common Stock subject to the Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award restricted share unit award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for Xxxxxxxx-Xxxxx as my actual employer (the Corporation, the Employer or any Affiliate“Employer”). • The future value of the underlying shares is unknown and cannot be predicted with certainty. If the underlying shares do not increase in value, the Award will have no value. • No In consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the PRSUs or shares received upon vesting of PRSUs resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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 the Planaccepting this Award Agreement, I shall be deemed irrevocably to have agreed not waived any entitlement to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimsclaim. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs PRSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is legally due by me and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUsPRSUs, the vesting of RSUsPRSUs, the conversion of the RSUs PRSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay pay, or make adequate arrangements satisfactory to the Corporation and/or or to the Employer (in their sole discretion) to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by one me from my wages or other cash compensation payable to me by the Corporation or the Employer or from any equivalent cash payment received pursuant to the PRSUs. Alternatively, or in addition, if permissible under local law, the Corporation or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares to be issued pursuant to the PRSUs to satisfy Tax-Related Items, and/or (ii) withhold in shares, provided that the Corporation and the Employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount or any such amount as described by the Corporation not to result in adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding in shares, I am deemed to have been issued the full number of shares subject to the Award, notwithstanding that a combination number of shares is held back solely for the following:purpose of paying Tax-Related Items. I shall pay to the Corporation or to the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of my receipt of PRSUs, the vesting of PRSUs, the receipt of an equivalent cash payment, or the conversion of vested PRSUs to shares that cannot be satisfied by the means previously described. The Corporation may refuse to deliver shares to me if I fail to comply with my obligation in connection with the Tax-Related Items as described herein. • I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Award Agreement by and among, as applicable, my Employer, the Corporation, and its Affiliates for the exclusive purpose of implementing, administering and managing my participation in the Plan.
Appears in 1 contract
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise price. • My participation in the Plan is voluntaryprovisions. Participation in the Plan will is voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant’s employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my the Participant’s employment by the Corporation or the Employer (regardless of the reason for any reason whatsoever such termination and whether or not the termination is later found to be invalid or in breach of local labor employment laws) and in consideration of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims). • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my the acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to the Participant understands that he or she should consult with my his or her own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise price. • My participation in the Plan is voluntaryprovisions. Participation in the Plan will is voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant’s employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award or the recoupment of any shares of Common Stock acquired under the Plan resulting from (a) the termination of my the Participant’s employment by the Corporation or the Employer (regardless of the reason for any reason whatsoever such termination and whether or not the termination is later found to be invalid or in breach of local labor employment laws); and/or (b) and in consideration the application of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute Corporation's Recoupment Policy or any claim against the Corporation recovery or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed clawback policy required by a court of competent jurisdiction, then, by participating in the Plan, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimslaw. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my the acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to the Participant understands that he or she should consult with my his or her own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to In connection with the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award award granted to me under the Xxxxxxxx-Xxxxx Corporation’s 2001 Equity Participation Plan: • · The 2001 Equity Participation Plan is established voluntarily by (the Corporation, “Plan”) is discretionary in nature and Xxxxxxxx-Xxxxx may be modified, amended, suspended, cancelled cancel or terminated terminate it at any time. The grant of an Award option is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award a grant of options or benefits in lieu of an Award options in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the CorporationXxxxxxxx-Xxxxx, including, but not limited to, the timing of any grant, the number of Awardsoption shares, vesting provisions and the exercise price. • · My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) and shall not interfere with the ability The value of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form option is an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares extraordinary item of Common Stock subject to the Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award option is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, Corporation or my actual employer (the Employer or “Employer”). · Vesting of any Affiliate. • The future value of the underlying option shares is unknown and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from ceases upon termination of my active employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment (whether or not in breach of local labor laws and except as may otherwise be explicitly provided in the Plan document and this Award Agreement of the Plan)Agreement, my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of my this option. · In consideration of the Award. • The Corporation is not providing any taxgrant of this option, legal no claim or financial advice, nor is entitlement to compensation or damages shall arise from termination of this option or diminution in value of this option resulting from termination of my employment by the Corporation making or the Employer (for any recommendations regarding participation reason whatsoever and whether or not in breach of local labor laws) and I irrevocably release the PlanCorporation and the Employer from any such claim that may arise; if, or notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, I shall be deemed irrevocably to have waived my acquisition or sale entitlement to pursue such claim. · The future value of the underlying shares is unknown and cannot be predicted with certainty. If the underlying shares do not increase in value, the option will have no value. If I exercise this option and obtain shares, the value of Common Stockthose shares acquired upon exercise may increase or decrease in value, even below the option price. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • · Regardless of any action the Corporation or the Employer takes take with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items legally due by me is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awardthis option, including the grant of the RSUsincluding, but not limited to, the grant, vesting or exercise of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash paymentthis option, the subsequent sale of any shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalentsdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award this option to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax resultItems. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • · Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by one me from my wages or other cash compensation payable to me by the Corporation or the Employer or from any equivalent cash payment received pursuant to the option. Alternatively, or in addition, if permissible under local law, the Corporation or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares to be issued upon exercise to satisfy Tax-Related Items, and/or (ii) withhold in shares, provided that the Corporation and the Employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount or any such amount as described by the Corporation not to result in adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding in shares, I am deemed to have been issued the full number of shares subject to the option, notwithstanding that a combination number of shares is held back solely for the purpose of paying Tax-Related Items. I shall pay to the Corporation or to the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of my exercise of the following:option, the vesting of the option, the receipt of an equivalent cash payment, or the sale of shares that cannot be satisfied by the means previously described. The Corporation may refuse to honor the exercise or deliver shares to me if I fail to comply with my obligation in connection with the Tax-Related Items as described herein. · The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding my participation in the Plan, or my acquisition or sale of the underlying shares. I am hereby advised to consult with my own personal tax, legal and financial advisors regarding my participation in the Plan before taking any action related to the Plan.
Appears in 1 contract
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise price. • My participation in the Plan is voluntaryprovisions. Participation in the Plan will is voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant’s employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my the Participant’s employment by the Corporation or the Employer (regardless of the reason for any reason whatsoever such termination and whether or not the termination is later found to be invalid or in breach of local labor employment laws) and in consideration of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims). • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my the acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to the Participant understands that he or she should consult with my his or her own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to In connection with the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award granted to me under the Xxxxxxxx-Xxxxx Corporation’s 2001 Equity Participation Plan: • · The Plan is established voluntarily by the Corporation, it is discretionary in nature and the Corporation may be modifiedmodify, amendedamend, suspendedsuspend, cancelled cancel or terminated terminate it at any time. The grant of an Award is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • · My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my the Participant’s actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate. • · The Award and the shares value of Common Stock subject to the Award are is an extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are item outside the scope of my employment contract, if any, and are is not intended to replace any pension rights or compensation. As such, the Award restricted share unit award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer Corporation or any Affiliatemy Employer. • · The future value of the underlying shares is unknown and cannot be predicted with certainty. • No If the underlying shares do not increase in value, the Award will have no value. · The Award and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability. · In consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the PRSUs or shares received upon vesting of PRSUs resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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 the Planaccepting this Award Agreement, I shall be deemed irrevocably to have agreed not waived any entitlement to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimsclaim. • · In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs PRSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • · The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • · Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me, or deemed by the Corporation or the Employer to be an appropriate charge to me even if technically due by the Corporation or the Employer (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUsPRSUs, the vesting of RSUsPRSUs, the conversion of the RSUs PRSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date date of grant and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • · Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award option is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award a grant of options or benefits in lieu of an Award options in the future, even if the Awards options have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awardsoption shares, vesting provisions and the exercise price. • My participation Participation in the Plan is voluntary. Participation in the Plan will voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award value of this option and the shares of Common Stock subject to covered by this option, and the Award income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant’s employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is option and the shares of Common Stock covered by this option, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • The future value Vesting of the underlying any option shares is unknown and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from ceases upon termination of my active employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment (whether or not in breach of local labor laws and except as may otherwise be explicitly provided in the Plan document or this Award Agreement of the PlanAgreement), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am the Participant is no longer actively employed for purposes of this option (including whether the AwardParticipant may still be considered employed while on a leave of absence). • The Corporation is not providing any tax, legal No claim or financial advice, nor is entitlement to compensation or damages shall arise from forfeiture of this option or diminution in value of this option resulting from termination of the Participant’s employment by the Corporation making any recommendations regarding participation or the Employer (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws). Unless otherwise agreed with the PlanCorporation, the option and shares of Common Stock covered by the option, and the income from and value of same, are not granted as consideration for, or my acquisition or sale in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares is unknown, indeterminable, and cannot be predicted with certainty. If the underlying shares do not increase in value, the option will have no value. If the Participant exercises this option and obtains shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the option price. Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of this option or of any amounts due to the Participant pursuant to the exercise of this option or the subsequent sale of any shares of Common StockStock acquired upon exercise. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), fringe benefit tax, social insurance, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awardthis option, including the grant of the RSUsincluding, but not limited to, the grant, vesting or exercise of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash paymentthis option, the subsequent sale of any shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalentsdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award this option to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation Corporation, the Employer or the Employerany other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation and Corporation, the Employer and all other 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to me pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award granted to me under the Xxxxxxxx-Xxxxx Corporation’s 2001 Equity Participation Plan: • · The 2001 Equity Participation Plan is established voluntarily by (the Corporation, “Plan”) is discretionary in nature and Xxxxxxxx-Xxxxx may be modified, amended, suspended, cancelled cancel or terminated terminate it at any time. The grant of an Award is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the CorporationXxxxxxxx-Xxxxx, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • · My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) and shall not interfere with the ability The value of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form is an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares extraordinary item of Common Stock subject to the Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award restricted share unit award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for Xxxxxxxx-Xxxxx as my actual employer (the Corporation, the Employer or any Affiliate“Employer”). • · The future value of the underlying shares is unknown and cannot be predicted with certainty. • No If the underlying shares do not increase in value, the Award will have no value. · In consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the RSUs or shares received upon vesting of RSUs resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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 the Planaccepting this Award Agreement, I shall be deemed irrevocably to have agreed not waived any entitlement to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimsclaim. • · In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • · The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • · Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is legally due by me and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax resultItems. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • · Prior to the relevant taxable or tax withholding event, as applicable, I shall pay pay, or make adequate arrangements satisfactory to the Corporation and/or or to the Employer (in their sole discretion) to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by one me from my wages or other cash compensation payable to me by the Corporation or the Employer or from any equivalent cash payment received pursuant to the RSUs. Alternatively, or in addition, if permissible under local law, the Corporation or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares to be issued pursuant to the RSUs to satisfy Tax-Related Items, and/or (ii) withhold in shares, provided that the Corporation and the Employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount or any such amount as described by the Corporation not to result in adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding in shares, I am deemed to have been issued the full number of shares subject to the Award, notwithstanding that a combination number of shares is held back solely for the following:purpose of paying Tax-Related Items. I shall pay to the Corporation or to the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of my receipt of RSUs, the vesting of PSUs, the receipt of an equivalent cash payment, or the conversion of vested RSUs to shares that cannot be satisfied by the means previously described. The Corporation may refuse to deliver shares to me if I fail to comply with my obligation in connection with the Tax-Related Items as described herein. · I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Award Agreement by and among, as applicable, my Employer, the Corporation, and its Affiliates for the exclusive purpose of implementing, administering and managing my participation in the Plan.
Appears in 1 contract
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • ● The Plan is established voluntarily by the Corporation, it is discretionary in nature and the Corporation may be modifiedmodify, amendedamend, suspendedsuspend, cancelled cancel or terminated terminate it at any time. The grant of an Award is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have an Award has been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • ● My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my the Participant’s actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate. • ● The Award and the shares value of Common Stock subject to the Award are is an extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are item outside the scope of my employment contract, if any, and are is not intended to replace any pension rights or compensation. As such, the Award RSU award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer Corporation or any Affiliatemy Employer. • ● The future value of the underlying shares is unknown and cannot be predicted with certainty. • No ● In consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the RSUs or shares received upon vesting of RSUs resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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 the Planaccepting this Award Agreement, I shall be deemed irrevocably to have agreed not waived any entitlement to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimsclaim. • ● In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • ● The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • ● The Award and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability. ● Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me, or deemed by the Corporation or the Employer to be an appropriate charge to me even if technically due by the Corporation or the Employer (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including including, but not limited to, the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date date of the Award and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • ● Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understandThe Participant understands, acknowledge acknowledges and agree agrees to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a an exceptional, voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, Awards and vesting provisions and the exercise price. • My participation in the Plan is voluntaryprovisions. Participation in the Plan will is voluntary and does not create a right to further employment with my actual employer (the “Participant’s Employer”) , shall not be interpreted as forming an employment or service contract with the Corporation, and shall not interfere with the ability of the Employer to terminate my the Participant’s employment relationship at any time. FurtherThe Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who are employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Award Participant understands that any grant is given on the assumption and my participation in the Plan will condition that it shall not be interpreted to form an become a part of any employment contract or relationship (either with the Corporation or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. • Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying shares is unknown and unpredictable. In addition, the Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void. The Award and the shares of Common Stock subject to the Award Award, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my the Participant's employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is Award, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, leave-related payments, holiday pay, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and shares of Common Stock subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Affiliate. The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • The Award will be subject to any policy adopted by the Corporation relating to the recovery of such Award to the extent it is determined that the Performance Goals were not actually achieved. No claim or entitlement to compensation or damages shall arise from forfeiture of the Award or recoupment of any shares of Common Stock acquired under the Plan resulting from (a) the termination of my the Participant's employment by the Corporation or the Employer (regardless of the reason for any reason whatsoever such termination and whether or not the termination is later found to be invalid or in breach of local labor employment laws); and/or (b) and in consideration the application of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute Corporation’s Recoupment Policy or any claim against the Corporation recovery or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed clawback policy required by a court of competent jurisdiction, then, by participating in the Plan, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimslaw. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my the acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to the Participant understands that he or she should consult with my his or her own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the PRSUs or of any amounts due to the Participant pursuant to the settlement of the PRSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to my the Participant’s participation in the Plan and legally applicable to me the Participant (“Tax-Related Items”), I acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains my the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation or the Employer. I The Participant further acknowledge acknowledges that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUsPRSUs, the vesting of RSUsPRSUs, the conversion of the RSUs PRSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if I have become the Participant is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge Participant acknowledges that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to In connection with the relevant taxable or tax withholding event, as applicable, I the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all applicable withholding obligations for Tax-Related Items. In this regard, I authorize the Participant authorizes the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. Exhibit 10.3 • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment or service with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment or service relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment or service contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate. • The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment or service by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation Corporation, the Employer or the Employerany other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation and Corporation, the Employer and all other 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment or service (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am no longer actively employed or in service and will not be extended by any notice period mandated under local law (e.g., active employment or service 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 I am no longer actively employed or in service for purposes of the Award. Exhibit 10.3 • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to me pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award granted to me under the Xxxxxxxx-Xxxxx Corporation’s 2001 Equity Participation Plan: • The 2001 Equity Participation Plan is established voluntarily by (the Corporation, “Plan”) is discretionary in nature and Xxxxxxxx-Xxxxx may be modified, amended, suspended, cancelled cancel or terminated terminate it at any time. The grant of an Award is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the CorporationXxxxxxxx-Xxxxx, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) and shall not interfere with the ability The value of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form is an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares extraordinary item of Common Stock subject to the Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award restricted share unit award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for Xxxxxxxx-Xxxxx as my actual employer (the Corporation, the Employer or any Affiliate“Employer”). • The future value of the underlying shares is unknown and cannot be predicted with certainty. If the underlying shares do not increase in value, the Award will have no value. • No In consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the RSUs or shares received upon vesting of RSUs resulting from termination of my employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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 the Planaccepting this Award Agreement, I shall be deemed irrevocably to have agreed not waived any entitlement to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimsclaim. • In the event of termination of my employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is legally due by me and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay pay, or make adequate arrangements satisfactory to the Corporation and/or or to the Employer (in their sole discretion) to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by me from my wages or other cash compensation payable to me by the Corporation or the Employer or from any equivalent cash payment received pursuant to the RSUs. Alternatively, or in addition, if permissible under local law, the Corporation or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares to be issued pursuant to the RSUs to satisfy Tax-Related Items, and/or (ii) withhold in shares, provided that the Corporation and the Employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount or any such amount as described by the Corporation not to result in adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding in shares, I am deemed to have been issued the full number of shares subject to the Award, notwithstanding that a number of shares is held back solely for the purpose of paying Tax-Related Items. I shall pay to the Corporation or to the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of my receipt of RSUs, the vesting of PSUs, the receipt of an equivalent cash payment, or the conversion of vested RSUs to shares that cannot be satisfied by the means previously described. The Corporation may refuse to deliver shares to me if I fail to comply with my obligation in connection with the Tax-Related Items as described herein. • I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Award Agreement by and among, as applicable, my Employer, the Corporation, and its Affiliates for the exclusive purpose of implementing, administering and managing my participation in the Plan. • I understand that the Corporation and my Employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of common stock or directorships held in the Corporation, details of all Awards or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country, or elsewhere, and that my country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares received upon vesting of the RSUs may be deposited. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand that refusal or withdrawal of consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative. • My Award may not be assigned, sold, encumbered, or in any way transferred or alienated. • The Plan is governed by and subject to U.S. law. Interpretation of the Plan and my rights under the Plan will be governed by provisions of U.S. law. For purposes of litigating any dispute that arises under this Award or Award Agreement, the parties submit to and consent to the jurisdiction of the State of Delaware, and agree that such litigation shall be conducted in the federal courts for the United States for the Northern District of Texas and no other courts. • I understand that I am solely responsible for obtaining/providing whatever exchange control approvals, permits, licenses or notices, which may be necessary for my Award, to acquire the shares or to hold or sell the shares subject to the RSU award. Neither Xxxxxxxx-Xxxxx nor its Affiliates will be responsible for obtaining such approvals, licenses or permits, or for making any such notices, nor will Xxxxxxxx-Xxxxx or its Affiliates be liable for any fines or penalties I may incur for failure to obtain any required approvals, permits or licenses or to make any required notices. • If one or a combination more of the following:provisions of this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to xxxxxx the intent of this Award Agreement and the Plan. • If I have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control. • I recognize that the grant of this restricted share unit award is not an element of my normal or expected compensation and I acknowledge that I have no future rights to Awards under this or any other plans offered by Xxxxxxxx-Xxxxx, including but not limited to, upon termination of the Plan or upon severance of my employment.
Appears in 1 contract
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award award granted to me under the Plan: • ● The Plan is established voluntarily by the Corporation, it is discretionary in nature and the Corporation may be modifiedmodify, amendedamend, suspendedsuspend, cancelled cancel or terminated terminate it at any time. The grant of an Award option is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award a grant of options or benefits in lieu of an Award options in the future, even if the Awards options have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awardsoption shares, vesting provisions and the exercise price. • ● My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my the Participant’s actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment relationship at any time. Further, the Award option and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate. • ● The Award and value of the shares of Common Stock subject to the Award are option is an extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are item outside the scope of my employment contract, if any, and are is not intended to replace any pension rights or compensation. As such, the Award option is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer Corporation or any Affiliatemy Employer. • ● The future value of the underlying shares is unknown and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture If the underlying shares do not increase in value, the options will have no value. ● Vesting of the Award resulting from any option shares ceases upon termination of my active employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment (whether or not in breach of local labor laws and except as may otherwise be explicitly provided in the Plan document and this Award Agreement of Agreement, and the Plan), my right to receive RSUs vesting and vest in the Award under the Plan, if any, will terminate effective as of the date that I am no longer actively employed and exercisability period 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 I am no longer actively employed for purposes of this option. ● In consideration of the Award. • The Corporation is not providing any taxgrant of this option, legal no claim or financial advice, nor is entitlement to compensation or damages shall arise from termination of my right to exercise the option resulting from termination of my employment by the Corporation making or the Employer (for any recommendations regarding participation reason whatsoever and whether or not in breach of local labor laws) and I irrevocably release the PlanCorporation and the Employer from any such claim that may arise; if, or my acquisition or sale notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award Agreement, I shall be deemed irrevocably to have waived any entitlement to pursue such claim. ● The future value of the underlying shares is unknown and cannot be predicted with certainty. If the underlying shares do not increase in value, the option will have no value. If I exercise this option and obtain shares, the value of Common Stockthose shares acquired upon exercise may increase or decrease in value, even below the option price. Further● The option and benefits under the Plan, I have been advised if any, will not automatically transfer to consult with my own advisors regarding participation another company in the Plan before taking any action related to the Plancase of a merger, take-over or transfer of liability. • ● Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me, or deemed by the Corporation or the Employer to be an appropriate charge to me even if technically due by the Corporation or the Employer (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awardthis option, including the grant of the RSUsincluding, but not limited to, the grant, vesting or exercise of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash paymentthis option, the subsequent sale of any shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalentsdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award this option to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date date of grant and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • ● Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, understand and acknowledge and agree to the following conditions with respect to the Award award granted to me under the Xxxxxxxx-Xxxxx Corporation’s 2001 Equity Participation Plan: • The 2001 Equity Participation Plan is established voluntarily by (the Corporation, “Plan”) is discretionary in nature and Xxxxxxxx-Xxxxx may be modified, amended, suspended, cancelled cancel or terminated terminate it at any time. The grant of an Award option is a voluntary and occasional one-time benefit and does not create any contractual or other right to receive an Award a grant of options or benefits in lieu of an Award options in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the CorporationXxxxxxxx-Xxxxx, including, but not limited to, the timing of any grant, the number of Awardsoption shares, vesting provisions and the exercise price. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment with my actual employer (the “Employer”) and shall not interfere with the ability The value of the Employer to terminate my employment relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form option is an employment contract or relationship with the Corporation or any Affiliate. • The Award and the shares extraordinary item of Common Stock subject to the Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or the Employer, and which are outside the scope of my employment contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award option is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, Corporation or my actual employer (the Employer or any Affiliate“Employer”). • The future value Vesting of the underlying any option shares is unknown and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from ceases upon termination of my active employment by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation or the Employer, waive my ability, if any, to bring any such claim, and release the Corporation 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment (whether or not in breach of local labor laws and except as may otherwise be explicitly provided in the Plan document and this Award Agreement of the Plan)Agreement, my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am 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); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of my this option. • In consideration of the Awardgrant of this option, no claim or entitlement to compensation or damages shall arise from termination of this option or diminution in value of this option resulting from termination of my employment by the Corporation or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and I irrevocably release the Corporation and the 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 Award Agreement, I shall be deemed irrevocably to have waived my entitlement to pursue such claim. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale future value of the underlying shares is unknown and cannot be predicted with certainty. If the underlying shares do not increase in value, the option will have no value. If I exercise this option and obtain shares, the value of Common Stock. Furtherthose shares acquired upon exercise may increase or decrease in value, I have been advised to consult with my own advisors regarding participation in even below the Plan before taking any action related to the Planoption price. • Regardless of any action the Corporation or the Employer takes take with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me withholding (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items legally due by me is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awardthis option, including the grant of the RSUsincluding, but not limited to, the grant, vesting or exercise of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash paymentthis option, the subsequent sale of any shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalentsdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award this option to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by one me from my wages or other cash compensation payable to me by the Corporation or the Employer or from any equivalent cash payment received pursuant to the option. Alternatively, or in addition, if permissible under local law, the Corporation or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares to be issued upon exercise to satisfy Tax-Related Items, and/or (ii) withhold in shares, provided that the Corporation and the Employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount or any such amount as described by the Corporation not to result in adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding in shares, I am deemed to have been issued the full number of shares subject to the option, notwithstanding that a combination number of shares is held back solely for the purpose of paying Tax-Related Items. I shall pay to the Corporation or to the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of my exercise of the following:option, the vesting of the option, the receipt of an equivalent cash payment, or the sale of shares that cannot be satisfied by the means previously described. The Corporation may refuse to honor the exercise or deliver shares to me if I fail to comply with my obligation in connection with the Tax-Related Items as described herein. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding my participation in the Plan, or my acquisition or sale of the underlying shares. I am hereby advised to consult with my own personal tax, legal and financial advisors regarding my participation in the Plan before taking any action related to the Plan.
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment or service with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment or service relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment or service contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment or service by the Corporation 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 Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation Corporation, the Employer or the Employerany other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation and Corporation, the Employer and all other 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment or service (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am no longer actively employed or in service and will not be extended by any notice period mandated under local law (e.g., active employment or service 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 I am no longer actively employed or in service for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to me pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
Acknowledgment of Conditions. I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted repeatedly in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment or service with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment or service relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or or, if different, the Employer, and which are outside the scope of my employment or service contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event event, shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate. • The future value of the underlying shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty. • The Award will be subject to any policy adopted by the Corporation relating to the recovery of such Award to the extent it is determined that the Performance Goals were not actually achieved. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment or service by the Corporation or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Exhibit 10.3 in consideration of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation Corporation, the Employer or the Employerany other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation and Corporation, the Employer and all other 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, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment or service (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs PRSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am no longer actively employed or in service and will not be extended by any notice period mandated under local law (e.g., active employment or service 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 I am no longer actively employed or in service for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the PRSUs or of any amounts due to me pursuant to the settlement of the PRSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUsPRSUs, the vesting of RSUsPRSUs, the conversion of the RSUs PRSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Exhibit 10.3 • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
Appears in 1 contract
