Common use of ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs Clause in Contracts

ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the Award, 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 RSU Award is voluntary and occasional and does not create any contractual or other right to receive future RSU Awards, or benefits in lieu of RSUs even if RSUs have been awarded in the past; c. all decisions with respect to the RSU Award and future Awards, if any, will be at the sole discretion of the Company 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. the RSU Award and your participation in the Plan or any policies adopted pursuant to the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, with your employer or any Subsidiary and shall not interfere with the ability of the Company, your employer or any Subsidiary, as applicable, to terminate your employment or service relationship (if any); e. your participation in the Plan is voluntary; f. the RSU Award and the shares of Stock subject to the RSU Award are not intended to replace any pension rights or compensation; g. the RSU Award and the shares of Stock subject to the RSU Award and the income and the value of the same are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, dismissal, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; h. the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; i. if you receive shares of Stock, the value of such shares acquired on vesting of RSUs may increase or decrease in value; j. no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award resulting from the termination of your employment or other service relationship (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 RSU Award to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against the Company, any of its Subsidiaries or your employer, waive your ability, if any, to bring any such claim, and release the Company, its Subsidiaries and your 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; k. for purposes of the RSU Award, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination 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 unless otherwise expressly provided in this Agreement or determined by the Company, your right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Board/Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); l. 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, 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 Company’s Stock; and n. neither the Company, your employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between your employer’s local currency and the United States dollar that may affect the value of the RSU Award or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of Stock acquired upon vesting of the RSU Award.

ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUs. In accepting the Award, you acknowledge, understand and agree acknowledge that: a. the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; b. the RSU Award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future RSU AwardsAwards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past; c. all decisions with respect to the RSU this Award and future Awards, if any, will be at the sole discretion of the Company 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. the RSU Award and your participation in the Plan or any policies adopted pursuant to the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, with your employer or any Subsidiary and shall not interfere with the ability of the Company, your employer or any Subsidiary, as applicable, to terminate your employment or service relationship (if any); e. your participation in the Plan is voluntary; f. e. the RSU Award RSUs and the shares of Stock subject to the RSU Award RSUs are not intended to replace any pension rights or compensation; g. f. the RSU Award RSUs and the shares of Stock subject to the RSU Award RSUs 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; g. the RSUs and the income and shares of Stock subject to the value of the same RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating calculation of any severance, resignation, termination, dismissal, redundancy, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; h. neither the Award of RSUs 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, your employer or any Subsidiary; i. the future value of the underlying shares of Stock is unknown, indeterminable unknown and cannot be predicted with certainty; i. j. if you receive shares of Stock, the value of such shares acquired on vesting of RSUs may increase or decrease in value; j. k. no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award RSUs resulting from the termination of your employment by the Company or other service relationship your employer (for any reason whatsoever, 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 anylocal labor laws), and in consideration of the grant of the RSU Award RSUs to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against the Company, any of its Subsidiaries Company or your employer, waive your ability, if any, to bring any such claim, and release the Company, its Subsidiaries 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 participating in the Plan, then 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;; and k. for purposes l. in the event of the RSU Awardtermination of your employment, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination 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 unless otherwise expressly provided in this Agreement or determined by the Companylocal labor laws, your right to receive RSUs and vest in the Award RSUs under the Plan, if any, will terminate effective as of such the date that you are no longer actively employed and unless otherwise provided by the Company, will not be extended by any notice period mandated under local law (e.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); the BoardCommittee/Committee Board shall have the exclusive discretion to determine when you are no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); l. 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, 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 Company’s Stock; and n. neither the Company, your employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between your employer’s local currency and the United States dollar that may affect the value of the RSU Award or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of Stock acquired upon vesting of the RSU Award.