ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that: (a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past; (c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company; (d) Your participation in the Plan is voluntary; (e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company; (g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (h) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); (i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (j) Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 7 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 6 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, RSUs are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs RSUs, resulting from termination of your employment or other service relationship with the Company, or any of its subsidiaries or affiliates, including affiliates or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the RSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, any of its subsidiaries or affiliates or the Employer, waive your ability, if any, to bring such claim, and release the Company, any subsidiary or affiliate and/or 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither The following provisions apply only if you are providing services outside the United States: (i) the Award and the shares of Common Stock subject to the RSUs are not part of normal or expected compensation or salary for any purpose; and (ii) neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 6 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, RSUs are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 6 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) The Award of RSUs is granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other subsidiary or affiliate of the Company;
(e) Your participation in the Plan is voluntary;
(ef) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(fg) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(gh) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(hi) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any);
(ij) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(jk) Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 4 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) The Award of RSUs is granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other subsidiary or affiliate of the Company;
(e) Your participation in the Plan is voluntary;
(ef) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(fg) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(gh) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(hi) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(ij) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(jk) Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 4 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs RSUs, resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither The following provisions apply only if you are providing services outside the United States: (i) the Award and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and (ii) neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 4 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, RSUs are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(hg) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs RSUs, resulting from termination of your employment or other service relationship with the Company, or any of its subsidiaries or affiliates, including affiliates or the Employer (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the RSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, any of its subsidiaries or affiliates or the Employer, waive your ability, if any, to bring such claim, and release the Company, any subsidiary or affiliate and/or 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(ih) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(ji) Neither The following provisions apply only if you are providing services outside the United States: (i) the Award and the shares of Common Stock subject to the RSUs are not part of normal or expected compensation or salary for any purpose; and (ii) you acknowledge and agree that neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 4 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, RSUs are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs RSUs, resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither The following provisions apply only if you are providing services outside the United States: (i) the Award and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and (ii) neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 3 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In By accepting the RSUsthis Award, you acknowledge, understand understand, and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature nature, and may be modified, amended, suspended suspended, or terminated by the Company at any time, time to the extent permitted by the Plan;
(b) The This Award of RSUs is exceptional, voluntary voluntary, and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs RSUs, even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) This Award is granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any other subsidiary or affiliate of the Company;
(e) Your participation in the Plan is voluntary;
(ef) The RSUs and the shares of Common Stock subject to in respect of the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(fg) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to in respect of the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(gh) The future value of the underlying shares of Common Stock is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(hi) No claim or entitlement to compensation or damages arises from (i) the forfeiture of RSUs resulting from termination of your employment with the Company, Company or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any), and/or (ii) the forfeiture of RSUs or recoupment of any shares of Common Stock, cash, or other benefits acquired upon settlement of the RSUs resulting from the application of any Recoupment Policy (defined below);
(ij) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out out, or substituted for, in connection with any corporate transaction affecting the shares of the Company; and;
(jk) Neither the Company, the Employer Employer, nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement; and
(l) The RSUs, whether vested or unvested, and/or the shares of Common Stock, cash, or other benefits acquired pursuant to the RSUs may be subject to recoupment under the Company’s recoupment and clawback policies, as applicable, including the policy for Recoupment of Compensation for Accounting Restatements, as they may be amended from time to time (whether such policies are adopted on or after the date of this Agreement), or as required under applicable laws, regulations, or stock exchange listing standards (collectively, the “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the RSUs to reconvey, transfer, or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any subsidiary or affiliate, and/or the Employer.
Appears in 3 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past;
(c) All decisions with respect to future awards of RSUs or other awardsRSUs, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment relationship at any time;
(e) Your participation in the Plan is voluntary;
(ef) RSUs and the Common Stock subject to the RSUs are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and RSUs are outside the scope of your employment contract, if any;
(g) The RSUs and your participation on the Plan will not be interpreted to form an employment contract with the Company or any subsidiary of the Company;
(h) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(i) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, RSUs are not intended to replace any pension rights or compensationcompensation that you may otherwise be entitled to;
(fj) Unless otherwise agreed with the Company, the The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and canshould not be predicted with certainty;considered as compensation for, or relating in any way to, past services for the Company, its subsidiaries or the Employer; and
(hk) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs RSUs, resulting from termination of your employment with by the Company, any subsidiary or any of its subsidiaries or affiliates, including the your Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws labor laws), and in consideration of the jurisdiction where grant of the RSUs to which you are employed otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the terms of Employer, waive your employment agreementability, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs to bring such claim, and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither release the Company, the Employer nor any subsidiary or affiliate and/or 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 Company Plan, you shall be liable for deemed irrevocably to have agreed not to pursue such claim and agree to execute any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlementsuch claims.
Appears in 2 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, RSUs are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(hg) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs RSUs, resulting from termination of your employment or other service relationship with the Company, or any of its subsidiaries or affiliates, including affiliates or the Employer (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any)) and in consideration of the grant of the RSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, any of its subsidiaries or affiliates or the Employer, waive your ability, if any, to bring such claim, and release the Company, any subsidiary or affiliate and/or 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(ih) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(ji) Neither The following provisions apply only if you are providing services outside the United States: (i) the Award and the shares of Common Stock subject to the RSUs are not part of normal or expected compensation or salary for any purpose; and (ii) you acknowledge and agree that neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, RSUs are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs RSUs, resulting from termination of your employment or other service relationship with the Company, or any of its subsidiaries or affiliates, including affiliates or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither The following provisions apply only if you are providing services outside the United States: (i) the Award and the shares of Common Stock subject to the RSUs are not part of normal or expected compensation or salary for any purpose; and (ii) neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, RSUs and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting this Agreement, the RSUs, you acknowledge, understand and agree Participant acknowledges that:
(a) The Plan is established voluntarily by the Companyfor labor law purposes, it is discretionary in nature RSUs and may be modified, amended, suspended or terminated by Shares issued upon vesting thereof are an extraordinary item that do not constitute wages of any kind for services of any kind rendered to the Company at any time, or to the extent permitted by Participant’s employer, and the Plangrant of RSUs is outside the scope of the Participant’s employment contract, if any;
(b) The Award for labor law purposes, the grant of RSUs is exceptionaland the Shares issued upon vesting thereof are not part of normal or expected wages or salary for any purposes, voluntary including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar payments and occasional and does not create any contractual or other right to receive future awards of RSUsin no event should be considered as compensation for, or benefits relating in lieu of RSUs even if RSUs have been awarded in any way to, past services for the pastCompany, the employer, its parent, or any Participating Company;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, Shares issued upon vesting thereof are not intended to replace any pension rights or compensation;
(fd) Unless otherwise agreed neither the grant of RSUs nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon the Participant any right with respect to employment or continuation of current employment and shall not be interpreted to form an employment contract or relationship with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, Company or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the any Participating Company;
(ge) The future value in consideration of the underlying shares grant of Common Stock is unknownRSUs hereunder, indeterminable and cannot be predicted with certainty;
(h) No no claim or entitlement to compensation or damages arises from the termination of RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of your the Participant’s employment with by the CompanyCompany or Participating Company (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Participant’s employer from any such claim that may arise; if, or notwithstanding the foregoing, any such claim is found by a court of its subsidiaries or affiliatescompetent jurisdiction to have arisen, including the Employer Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim; and
(f) in the event of termination of the Participant’s employment (whether or not later found to be invalid or in breach of employment laws local labor laws), the Participant’s rights to vest in the jurisdiction where you are employed or RSUs under the terms of your employment agreementPlan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under applicable local laws (e.g., active employment would not include a period of “garden leave” or similar period pursuant to applicable local laws);
(i) Unless otherwise provided in ; the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to Administrator shall have the RSUs or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting determine when the shares Participant is no longer actively employed for purposes of the CompanyParticipant’s RSUs; and
(jg) Neither the Company, Administrator has reserved the Employer nor any subsidiary or affiliate right to terminate the Plan. The following provision shall be added as Section 3.2 of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.Agreement:
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Sprout Social, Inc.), Restricted Stock Unit Agreement (Sprout Social, Inc.)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting this Agreement, the RSUsParticipant acknowledges that, you acknowledge, understand and agree thatexcept as specifically required in order to comply with the minimum statutory requirements of applicable employment standards legislation:
(a) The Plan is established voluntarily by the Companyfor employment law purposes, it is discretionary in nature RSUs and may be modified, amended, suspended or terminated by Shares issued upon vesting thereof are an extraordinary item that do not constitute wages of any kind for services of any kind rendered to the Company at any time, or to the extent permitted by Participant’s employer, and the Plangrant of RSUs is outside the scope of the Participant’s employment contract, if any;
(b) The Award neither the grant of RSUs is exceptionalnor any provision of this Agreement, voluntary the Plan or the policies adopted pursuant to the Plan confer upon the Participant any right with respect to employment or continuation of current employment and occasional and does shall not create be interpreted to form an employment contract or relationship with the Company or any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the pastCompany Group Member;
(c) All decisions with respect to future awards in consideration of the grant of RSUs or other awardshereunder, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No no claim or entitlement to compensation or damages arises from the termination of RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of your the Participant’s employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretionor any Company Group Member (for any reason whatsoever) and the Participant irrevocably releases the Company and the Participant’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the RSUs and Participant shall be deemed irrevocably to have waived the benefits evidenced by this Agreement do not create any Participant’s entitlement to have the RSUs or any pursue such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Companyclaim at common law; and
(jd) Neither in the Company, the Employer nor any subsidiary or affiliate event of termination of the Company Participant’s employment the Participant’s rights to vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and shall not include any period of reasonable notice at common law; and
(e) the Administrator has reserved the right to terminate the Plan. The following provision shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value added to Section 4.7 of the Agreement: Participants residing in Canada, or providing services to a Company Group Member in Canada, acknowledge that grants of RSUs are exempt from the obligation under applicable securities laws to file a prospectus or of any amounts due to you pursuant to other registration document qualifying the settlement distribution of the RSUs Shares to be distributed thereunder under any applicable securities laws and that any Shares issued under the Plan or the subsequent sale of any shares of Common Stock acquired upon settlementan award may contain required restrictive legends.
Appears in 2 contracts
Samples: Restricted Share Unit Agreement (Clever Leaves Holdings Inc.), Restricted Share Unit Agreement (Clever Leaves Holdings Inc.)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting this Agreement, the RSUsParticipant acknowledges that, you acknowledge, understand and agree thatexcept as specifically required in order to comply with the minimum statutory requirements of applicable employment standards legislation:
(a) The Plan is established voluntarily by the Companyfor employment law purposes, it is discretionary in nature RSUs and may be modified, amended, suspended or terminated by Shares issued upon vesting thereof are an extraordinary item that do not constitute wages of any kind for services of any kind rendered to the Company at any time, or to the extent permitted by Participant’s employer, and the Plangrant of RSUs is outside the scope of the Participant’s employment contract, if any;
(b) The Award neither the grant of RSUs is exceptionalnor any provision of this Agreement, voluntary the Plan or the policies adopted pursuant to the Plan confer upon the Participant any right with respect to employment or continuation of current employment and occasional and does shall not create be interpreted to form an employment contract or relationship with the Company or any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the pastParticipating Company;
(c) All decisions with respect to future awards in consideration of the grant of RSUs or other awardshereunder, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No no claim or entitlement to compensation or damages arises from the termination of RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of your the Participant’s employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretionor any Participating Company (for any reason whatsoever) and the Participant irrevocably releases the Company and the Participant’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the RSUs and Participant shall be deemed irrevocably to have waived the benefits evidenced by this Agreement do not create any Participant’s entitlement to have the RSUs or any pursue such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Companyclaim at common law; and
(jd) Neither in the Company, the Employer nor any subsidiary or affiliate event of termination of the Company Participant’s employment the Participant’s rights to vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and shall not include any period of reasonable notice at common law; and
(e) the Administrator has reserved the right to terminate the Plan. The following provision shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value added as Section 3.7(a) of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.Agreement:
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Sprout Social, Inc.), Restricted Stock Unit Agreement (Sprout Social, Inc.)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In By accepting the RSUsthis Award, you acknowledge, understand understand, and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature nature, and may be modified, amended, suspended suspended, or terminated by the Company at any time, time to the extent permitted by the Plan;
(b) The This Award of RSUs is exceptional, voluntary voluntary, and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs RSUs, even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) This Award is granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any other subsidiary or affiliate of the Company;
(e) Your participation in the Plan is voluntary;
(ef) The RSUs and the shares of Common Stock subject to in respect of the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(fg) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to in respect of the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(gh) The future value of the underlying shares of Common Stock is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(hi) No claim or entitlement to compensation or damages arises from (i) the forfeiture of RSUs resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any) and/or (ii) the forfeiture of RSUs or recoupment of any shares of Common Stock, cash, or other benefits acquired upon settlement of the RSUs resulting from the application of any Recoupment Policy (defined below);
(ij) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out out, or substituted for, in connection with any corporate transaction affecting the shares of the Company; and;
(jk) Neither the Company, the Employer Employer, nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement; and
(l) The RSUs, whether vested or unvested, and/or the shares of Common Stock, cash, or other benefits acquired pursuant to the RSUs may be subject to recoupment under the Company’s recoupment and clawback policies, as applicable, including the policy for Recoupment of Compensation for Accounting Restatements, as they may be amended from time to time (whether such policies are adopted on or after the date of this Agreement), or as required under applicable laws, regulations, or stock exchange listing standards (collectively, the “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the RSUs to reconvey, transfer, or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any subsidiary or affiliate, and/or the Employer.
Appears in 2 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting this Agreement, the RSUs, you acknowledge, understand and agree Participant acknowledges that:
(a) The Plan is established voluntarily by the Companyfor labor law purposes, it is discretionary in nature RSUs and may be modified, amended, suspended or terminated by Shares issued upon vesting thereof are an extraordinary item that do not constitute wages of any kind for services of any kind rendered to the Company at any time, or to the extent permitted by Participant’s employer, and the Plangrant of RSUs is outside the scope of the Participant’s employment contract, if any;
(b) The Award for labor law purposes, the grant of RSUs is exceptionaland the Shares issued upon vesting thereof are not part of normal or expected wages or salary for any purposes, voluntary including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar payments and occasional and does not create any contractual or other right to receive future awards of RSUsin no event should be considered as compensation for, or benefits relating in lieu of RSUs even if RSUs have been awarded in any way to, past services for the pastCompany, the employer, or any Participating Company;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, Shares issued upon vesting thereof are not intended to replace any pension rights or compensation;
(fd) Unless otherwise agreed neither the grant of RSUs nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon the Participant any right with respect to employment or continuation of current employment and shall not be interpreted to form an employment contract or relationship with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, Company or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the any Participating Company;
(ge) The future value in consideration of the underlying shares grant of Common Stock is unknownRSUs hereunder, indeterminable and cannot be predicted with certainty;
(h) No no claim or entitlement to compensation or damages arises from the termination of RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of your the Participant’s employment with by the Company, Company or any Participating Company (for any reason whatsoever and whether or not in breach of its subsidiaries or affiliateslocal labor laws) and the Participant irrevocably releases the Company and the Participant’s employer from any such claim that may arise; if, including notwithstanding the Employer foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim; and
(f) in the event of termination of the Participant’s employment (whether or not later found to be invalid or in breach of employment laws local labor laws), the Participant’s rights to vest in the jurisdiction where you are employed or RSUs under the terms of your employment agreementPlan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under applicable local laws (e.g., active employment would not include a period of “garden leave” or similar period pursuant to applicable local laws);
(i) Unless otherwise provided in ; the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to Administrator shall have the RSUs or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting determine when the shares Participant is no longer actively employed for purposes of the CompanyParticipant’s RSUs; and
(jg) Neither the Company, Administrator has reserved the Employer nor any subsidiary or affiliate right to terminate the Plan. The following provisions shall be added as Sections 4.19 and 4.20 of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.Agreement:
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Sprout Social, Inc.), Restricted Stock Unit Agreement (Sprout Social, Inc.)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs RSUs, resulting from termination of your employment or other service relationship with the Company, or any of its subsidiaries or affiliates, including affiliates or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither The following provisions apply only if you are providing services outside the United States: (i) the Award and the shares of Common Stock subject to the RSUs are not part of normal or expected compensation or salary for any purpose; and (ii) neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co), Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting this Agreement, the RSUs, you acknowledge, understand and agree Participant acknowledges that:
(a) The Plan is established voluntarily by the Companyfor labor law purposes, it is discretionary in nature RSUs and may be modified, amended, suspended or terminated by Shares issued upon vesting thereof are an extraordinary item that do not constitute wages of any kind for services of any kind rendered to the Company at any time, or to the extent permitted by Participant’s employer, and the Plangrant of RSUs is outside the scope of the Participant’s employment contract, if any;
(b) The Award for labor law purposes, the grant of RSUs is exceptionaland the Shares issued upon vesting thereof are not part of normal or expected wages or salary for any purposes, voluntary including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar payments and occasional and does not create any contractual or other right to receive future awards of RSUsin no event should be considered as compensation for, or benefits relating in lieu of RSUs even if RSUs have been awarded in any way to, past services for the pastCompany, the employer, its parent, or any Participating Company;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, Shares issued upon vesting thereof are not intended to replace any pension rights or compensation;
(fd) Unless otherwise agreed neither the grant of RSUs nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon the Participant any right with respect to employment or continuation of current employment and shall not be interpreted to form an employment contract or relationship with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, Company or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the any Participating Company;
(ge) The future value in consideration of the underlying shares grant of Common Stock is unknownRSUs hereunder, indeterminable and cannot be predicted with certainty;
(h) No no claim or entitlement to compensation or damages arises from the termination of RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of your the Participant’s employment with by the Company, Company or any Participating Company (for any reason whatsoever and whether or not in breach of its subsidiaries or affiliateslocal labor laws) and the Participant irrevocably releases the Company and the Participant’s employer from any such claim that may arise; if, including notwithstanding the Employer foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim; and
(f) in the event of termination of the Participant’s employment (whether or not later found to be invalid or in breach of employment laws local labor laws), the Participant’s rights to vest in the jurisdiction where you are employed or RSUs under the terms of your employment agreementPlan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under applicable local laws (e.g., active employment would not include a period of “garden leave” or similar period pursuant to applicable local laws);
(i) Unless otherwise provided in ; the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to Administrator shall have the RSUs or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting determine when the shares Participant is no longer actively employed for purposes of the CompanyParticipant’s RSUs; and
(jg) Neither the Company, Administrator has reserved the Employer nor any subsidiary or affiliate right to terminate the Plan. The following provision shall be added as Section 4.19 of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.Agreement:
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Sprout Social, Inc.), Restricted Stock Unit Agreement (Sprout Social, Inc.)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting this Agreement, the RSUsParticipant acknowledges that, you acknowledge, understand and agree thatexcept as specifically required in order to comply with the minimum statutory requirements of applicable employment standards legislation:
(a) The Plan is established voluntarily by the Companyfor employment law purposes, it is discretionary in nature RSUs and may be modified, amended, suspended or terminated by Shares issued upon vesting thereof are an extraordinary item that do not constitute wages of any kind for services of any kind rendered to the Company at any time, or to the extent permitted by Participant’s employer, and the Plangrant of RSUs is outside the scope of the Participant’s employment contract, if any;
(b) The Award neither the grant of RSUs is exceptionalnor any provision of this Agreement, voluntary the Plan or the policies adopted pursuant to the Plan confer upon the Participant any right with respect to employment or continuation of current employment and occasional and does shall not create be interpreted to form an employment contract or relationship with the Company or any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the pastCompany Group Member;
(c) All decisions with respect to future awards in consideration of the grant of RSUs or other awardshereunder, if any, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) No no claim or entitlement to compensation or damages arises from the termination of RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of your the Participant’s employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(i) Unless otherwise provided in the Plan or by the Company in its discretionor any Company Group Member (for any reason whatsoever) and the Participant irrevocably releases the Company and the Participant’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the RSUs and Participant shall be deemed irrevocably to have waived the benefits evidenced by this Agreement do not create any Participant’s entitlement to have the RSUs or any pursue such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Companyclaim at common law; and
(jd) Neither in the Company, the Employer nor any subsidiary or affiliate event of termination of the Company Participant’s employment the Participant’s rights to vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and shall not include any period of reasonable notice at common law; and
(e) the Administrator has reserved the right to terminate the Plan. The following provision shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value added to Section 3.7 of the Agreement: Participants residing in Canada, or providing services to a Company Group Member in Canada, acknowledge that grants of RSUs are exempt from the obligation under applicable securities laws to file a prospectus or of any amounts due to you pursuant to other registration document qualifying the settlement distribution of the RSUs Shares to be distributed thereunder under any applicable securities laws and that any Shares issued under the Plan or the subsequent sale of any shares of Common Stock acquired upon settlementan award may contain required restrictive legends.
Appears in 1 contract
Samples: Restricted Share Unit Agreement (Clever Leaves Holdings Inc.)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUsAward, you acknowledge, understand and agree acknowledge that:
(a) The a. the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan;
(b) The b. this Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUsAwards, or benefits in lieu of RSUs the RSU Award even if RSUs have been awarded repeatedly in the past;
(c) All c. all decisions with respect to the RSU Award and future awards of RSUs or other awardsAwards, if any, will be at the sole discretion of the CompanyCompany and the RSUs are not an employment condition for any purpose including, but not limited to, for purposes of any legislation adopted to implement EU Directive 2000/78/EC of November 27, 2000;
(d) Your d. your participation in the Plan is voluntary;
(e) The e. the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, Award are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, f. the RSUs and the shares of Common Stock subject to the RSUsAward are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company, a Subsidiary or to your employer, and which are outside the income from scope of your employment contract, if any;
g. the RSUs and value the shares of same, Stock subject to the Award are not granted as consideration forpart of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, dismissal, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
h. neither the RSU Award nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or continuation of current employment with the Company, or in connection with, the service you may provide as a director of a subsidiary with your employer or an affiliate of the Companyany Subsidiary;
(g) The i. the future value of the underlying shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
(h) No j. if you receive shares of Stock, the value of such shares acquired on vesting of this Award may increase or decrease in value;
k. no claim or entitlement to compensation or damages arises shall arise from the forfeiture of the RSUs resulting from termination of your employment with by the Company, Company or your employer (for any reason whatsoever and whether or not in breach of its subsidiaries contract or affiliates, including the Employer (local labor laws and whether or not later found to be invalid invalid), and in consideration of the grant of the RSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or your employer, waive your ability, if any, to bring any such claim, and release the Company and your employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by accepting the Award, you shall be deemed irrevocably to have agreed not to pursue such claim and you agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
l. in the event of termination of your employment (whether or not in breach of employment laws in contract or local labor laws, and whether or not later found to be invalid), your right to receive RSUs and vest the jurisdiction where Award under the Plan (including this Agreement), if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law or contract (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law or provided for under the terms of your any employment agreement, if any); the Committee/Board shall have the exclusive discretion to determine when you are no longer actively employed for purposes of the Award;
(i) Unless m. the Award and the benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically provided for in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company’s Stock; and
(j) Neither n. neither the Company, the Employer your employer nor any subsidiary or affiliate of the Company Subsidiary shall be liable for any foreign exchange rate fluctuation between your employer’s local currency and the United States Dollar dollar that may affect the value of any proceeds from the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlementunderlying the RSU Award.
Appears in 1 contract
Samples: Restricted Stock Unit Award (Coca-Cola Enterprises, Inc.)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUsAward, you acknowledge, understand and agree Recipient acknowledges that:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan;
(b) The the Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past;
(c) All all decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your Recipient’s participation in the Plan is voluntary;
(e) The RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
(hf) No claim or entitlement to compensation or damages arises from if Recipient receives Common Stock, the forfeiture value of such Common Stock acquired on vesting of RSUs resulting from termination may increase or decrease in value;
(g) notwithstanding any terms or conditions of your employment this Award Agreement to the contrary and consistent with Section 4, above, in the Company, or any event of its subsidiaries or affiliates, including Termination of Employment of the Employer Recipient (whether or not later found to be invalid or in breach of employment laws in applicable laws), Recipient’s right to receive RSUs and vest under the jurisdiction where you are employed or the terms of your employment agreementPlan, if any);
(i) Unless otherwise provided , will terminate effective as of the date that Recipient is no longer actively employed and will not be extended by any notice period mandated under applicable law; furthermore, in the Plan event of Termination of Employment (whether or not in breach of applicable laws), Recipient’s right to receive Common Stock pursuant to RSUs that were vested as of the date of termination after Termination of Employment, if any, will be measured by the Company in its discretion, date of termination of Recipient’s active employment and will not be extended by any notice period mandated under applicable law; the RSUs and the benefits evidenced by this Agreement do not create any entitlement to Committee shall have the RSUs or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares determine when Recipient is no longer actively employed for purposes of the Companyaward of RSUs; and
(jh) Neither the CompanyRecipient acknowledges and agrees that, the Employer nor regardless of whether Recipient is terminated with or without cause, notice or pre-termination procedure or whether Recipient asserts or prevails on a claim that Recipient’s employment was terminable only for cause or only with notice or pre-termination procedure, Recipient has no right to, and will not bring any subsidiary legal claim or affiliate of the Company shall be liable action for, (i) any damages for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value portion of the RSUs that have been vested and converted into Common Shares, or (ii) termination of any amounts due to you pursuant to the settlement of the unvested RSUs or the subsequent sale of any shares of Common Stock acquired upon settlementunder this Award Agreement.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Axcelis Technologies Inc)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUsAward, you acknowledge, understand and agree Recipient acknowledges that:
(a) The a. the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan;
(b) The b. the Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past;
(c) All c. all decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) Your d. Recipient’s participation in the Plan is voluntary;
(e) The RSUs and e. the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(g) The future value of the underlying shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
(h) No claim or entitlement to compensation or damages arises from f. if Recipient receives Common Stock, the forfeiture value of such Common Stock acquired on vesting of RSUs resulting from may increase or decrease in value;
g. notwithstanding any terms or conditions of this Award Agreement to the contrary and consistent with Section 5, above, in the event of termination of your employment with or other service of the Company, or any of its subsidiaries or affiliates, including the Employer Recipient (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you applicable laws), Recipient’s right to receive shares that are employed or the terms of your employment agreementnot yet vested pursuant to this RSU, if any, will terminate effective as of the date that Recipient is no longer actively employed or engaged and will not be extended by any notice period mandated under applicable law; furthermore, in the event of termination of employment or other service of the Recipient (whether or not in breach of applicable laws);, Recipient’s right to receive Common Stock pursuant to RSUs that were vested as of the date of termination of employment or other service of the Recipient, if any, will be measured by the date of termination of Recipient’s active employment or service and will not be extended by any notice period mandated under applicable law; the Committee shall have the exclusive discretion to determine when Recipient is no longer actively employed or engaged for purposes of the award of RSUs; and
h. Recipient acknowledges and agrees that, regardless of whether Recipient is terminated with or without cause, notice or pre-termination procedure or whether Recipient asserts or prevails on a claim that Recipient’s employment or engagement was terminable only for cause or only with notice or pre-termination procedure, Recipient has no right to, and will not bring any legal claim or action for, (i) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(j) Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable damages for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value portion of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any that have been vested and converted into shares of Common Stock acquired upon settlementStock, or (ii) termination of any unvested RSUs under this Award Agreement.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Axcelis Technologies Inc)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) The Award of RSUs is granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other subsidiary or affiliate of the Company;
(e) Your participation in the Plan is voluntary;
(ef) The RSUs and the shares of Common Stock subject to the RSUs, RSUs and the income from and value of same, are not intended to replace any pension rights or compensation;
(fg) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(gh) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(hi) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
(ij) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(jk) Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 1 contract
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUsAward, you acknowledge, understand and agree acknowledge that:
(a) The a. the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan;
(b) The b. the Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUsRSU Awards, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past;
(c) All c. all decisions with respect to the RSU Award and future awards of RSUs or other awardsAwards, if any, will be at the sole discretion of the CompanyCompany and the RSUs are not an employment condition for any purpose including, but not limited to, for purposes of any legislation adopted to implement EU Directive 2000/78/EC of November 27, 2000;
(d) Your d. your participation in the Plan is voluntary;
(e) The e. the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, RSUs are not intended to replace any pension rights or compensation;
(f) Unless otherwise agreed with the Company, f. the RSUs and the shares of Common Stock subject to the RSUsRSUs are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company, a Subsidiary or to your employer, and which are outside the income from scope of your employment contract, if any;
g. the RSUs and value the shares of same, Stock subject to the RSUs are not granted as consideration forpart of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, dismissal, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
h. neither the RSU Award nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or continuation of current employment with the Company, or in connection with, the service you may provide as a director of a subsidiary with your employer or an affiliate of the Companyany Subsidiary;
(g) The i. the future value of the underlying shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
(h) No j. if you receive shares of Stock, the value of such shares acquired on vesting of RSUs may increase or decrease in value;
k. no claim or entitlement to compensation or damages arises shall arise from the forfeiture of the RSUs resulting from termination of your employment with by the Company, Company or your employer (for any reason whatsoever and whether or not in breach of its subsidiaries contract or affiliates, including the Employer (local labor laws and whether or not later found to be invalid invalid), and in consideration of the grant of the RSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or your employer, waive your ability, if any, to bring any such claim, and release the Company and your employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by accepting the RSU Award, you shall be deemed irrevocably to have agreed not to pursue such claim and you agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
l. in the event of termination of your employment (whether or not in breach of employment contract or local labor laws and whether or not later found to be invalid), your right to receive RSUs and vest in the jurisdiction where RSUs under the Plan (including this Agreement), if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law or contract (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law or provided for under the terms of your any employment agreement, if any); the Committee/Board shall have the exclusive discretion to determine when you are no longer actively employed for purposes of the RSU Award;
(i) Unless m. the RSU Award and the benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically provided for in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company’s Stock; and
(j) Neither n. neither the Company, the Employer your employer nor any subsidiary or affiliate of the Company Subsidiary shall be liable for any foreign exchange rate fluctuation between your employer’s local currency and the United States Dollar dollar that may affect the value of any proceeds from the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlementunderlying the RSU Award.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Coca-Cola Enterprises, Inc.)
ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the RSUs, you acknowledge, understand and agree that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) The Award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;
(c) All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;
(d) The Award of RSUs is granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other subsidiary or affiliate of the Company;
(e) Your participation in the Plan is voluntary;
(ef) The RSUs and the shares of Common Stock subject to the RSUs, RSUs and the income from and value of same, are not intended to replace any pension rights or compensation;
(fg) Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
(gh) The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(hi) No claim or entitlement to compensation or damages arises from the forfeiture of RSUs resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any);
(ij) Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(jk) Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 1 contract
Samples: Restricted Stock Units Agreement (Bristol Myers Squibb Co)
