Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced hereby, the Recipient acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, and all awards under the Plan are discretionary in nature; (b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any); (e) the Recipient is voluntarily participating in the Plan; (f) this Award and any payment made pursuant to this Award, and the value and income of the same, are not part of normal or expected compensation or salary for any purposes, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service, bonus, long-service, pension, retirement or similar benefits, payments or awards; (g) unless otherwise agreed with the Company, this Award and any Shares subject to this Award, and the value and income of the same, are not granted as consideration for, or in connection with, any service the Recipient may provide as a director of II-VI or any Subsidiary; (h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary; (i) the future value of the Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of this Award resulting from termination of the Recipient’s employment or service (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (k) for purposes of this Award, the Recipient’s employment will be considered terminated as of the date the Recipient is no longer actively employed and providing services to the Company (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or otherwise determined by the Company, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); the Company, in its sole discretion, shall determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved leave of absence); (l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan; (m) unless otherwise provided in the Plan or by the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have this Award 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; and (n) the Company shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, any payment made pursuant to this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 8 contracts
Samples: Performance Share Award Agreement (Ii-Vi Inc), Performance Share Award Agreement (Ii-Vi Inc), Performance Unit Award Agreement (Ii-Vi Inc)
Additional Acknowledgements. By entering into Employee acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Company, (ii) the issuance of stock options and bonus plan units in the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Employee agrees and acknowledges that the restriction contained in Sections 3, 7 and 8 do not preclude Employee from earning a livelihood, nor do they unreasonably impose limitations on the Employee’s ability to earn a living. In addition, Employee acknowledges (A) that the business of the Company or any subsidiaries will be international in scope and without geographical limitation, (B) notwithstanding the state of incorporation or principal office of the Company or any subsidiaries, or any of their respective Employees or employees (including the Employee), it is expected that the Company will have business activities and have valuable business relationships within its industry throughout the world and (C) as part of his responsibilities, Employee will be traveling around the world in furtherance of the Company’s business and its relationships. In addition, Employee agrees and acknowledges that the potential harm to the Company of the non-enforcement of Sections 3, 7 and 8 outweighs any potential harm to Employee of its enforcement by injunction or otherwise. Employee acknowledges that he has carefully read this Agreement and accepting has given careful consideration to the restraints imposed upon Employee by this Award evidenced herebyAgreement, and is in full accord as to their necessity for the Recipient acknowledges, understands reasonably and proper protection of the Confidential Information of the Company now existing or to be developed in the future. Employee expressly acknowledges and agrees that:
that (ai) the Plan each and every restraint imposed by this Agreement is established voluntarily by the Company, and all awards under the Plan are discretionary in nature;
(b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions reasonable with respect to future awardssubject matter, if anytime period and geographical area and (ii) nothing contained in Sections 3, will be at the sole discretion of the Company;
(d) the grant of this Award 7 and 8 hereof shall not create a right eliminate, reduce or otherwise impair any obligation Employee might have to employment with any prior the Company and shall not interfere with the ability or business relation of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(f) this Award and any payment made pursuant to this Award, and the value and income of the same, are not part of normal or expected compensation or salary for any purposes, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service, bonus, long-service, pension, retirement or similar benefits, payments or awards;
(g) unless otherwise agreed with the Company, this Award and any Shares subject to this Award, and the value and income of the same, are not granted as consideration for, or in connection with, any service the Recipient may provide as a director of II-VI or any Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of this Award resulting from termination of the Recipient’s employment or service (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) for purposes of this Award, the Recipient’s employment will be considered terminated as of the date the Recipient is no longer actively employed and providing services to the Company (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or otherwise determined by the Company, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); the Company, in its sole discretion, shall determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) unless otherwise provided in the Plan or by the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have this Award 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; and
(n) the Company shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, any payment made pursuant to this Award or the subsequent sale of any Shares acquired under the PlanEmployee.
Appears in 2 contracts
Samples: Employment Agreement (Epicedge Inc), Employment Agreement (Epicedge Inc)
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebyAward, the Recipient acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;
(b) the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(e) this Award, any Shares acquired under the Plan and the income from and value of same, are not intended to replace any pension right or compensation;
(f) this Award and any payment made pursuant to this Award, any Shares acquired under the Plan and the income from and value and income of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceend of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awards;
payments; (g) unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this Awardacquired under the Plan, and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an officer or director of II-VI or any a Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the underlying Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from termination of the Recipient’s employment or service Award resulting from the Recipient’s Separation from Service (for any reason whatsoever, whatsoever and whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimlocal labor laws);
(k) for purposes of this Award, the Recipient’s employment a Separation from Service will be considered terminated deemed to have occurred as of the date the Recipient is no longer actively employed and providing services to the Company or any Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be invalid or in breach of the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);; and
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) unless otherwise provided in neither the Plan or by Company, the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create Employer nor any entitlement to have this Award 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; and
(n) the Company Subsidiary shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, Award or any payment made amounts due to the Recipient pursuant to the settlement of this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 2 contracts
Samples: Performance Unit Award Agreement (Ii-Vi Inc), Performance Unit Award Agreement (Ii-Vi Inc)
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced hereby, the Recipient acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are discretionary in nature;
(b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(f) this Award and any payment made pursuant to this Award, and the value and income of the same, are not part of normal or expected compensation or salary for any purposes, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service, bonus, long-service, pension, retirement or similar benefits, payments or awards;
(g) unless otherwise agreed with the Company, this Award and any Shares subject to this Award, and the value and income of the same, are not granted as consideration for, or in connection with, any service the Recipient may provide as a director of II-VI or any Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event Each Executive Member hereby acknowledges that the Recipient is an employee provisions of a Subsidiary, this Award Section 6.08(a) and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(iSection 6.08(b) the future value of the Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of this Award resulting from termination of the Recipient’s employment or service (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, are in consideration of the grant issuance of this Award Equity Securities to which the Recipient is not otherwise entitledsuch Executive Member, and for other good and valuable consideration, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiaryreceipt and sufficiency of which is hereby acknowledged. In addition, waives such Executive Member acknowledges (i) that the Recipient’s ability, if any, to bring any such claim, and releases II-VI business of the Company and its Subsidiaries from will be conducted throughout the United States, its territories and any such claim; ifother country or territory in which the Company or its Subsidiaries conduct business, (ii) notwithstanding the foregoingstate of organization or principal office of Company or any of its facilities, or any of its executives or employees (including such claim Executive Member), it is allowed by a court of competent jurisdictionexpected that the Company and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States, then, by participating its territories and any other country or territory in which the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claimCompany or its Subsidiaries conduct business, and (iii) the Recipient agrees to execute any national and all documents necessary to request dismissal or withdrawal of such claim;
(k) for purposes of this Award, the Recipient’s employment will be considered terminated as international nature of the date business operated by the Recipient Company is no longer actively employed such that it is not conducted with respect to geographical borders. Such Executive Member agrees and providing services acknowledges that (A) the restrictions contained in Section 6.08(a) and Section 6.08(b) do not preclude such Executive Member from earning a livelihood, nor do they unreasonably impose limitations on such Executive Member’s ability to earn a living, and (B) the potential harm to the Company (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach and its Subsidiaries of the employment laws non-enforcement of any provision of Section 6.08(a) and Section 6.08(b) outweighs any potential harm to such Executive Member of its enforcement by injunction or otherwise. Such Executive Member acknowledges that such Executive Member has carefully read or arranged for review of this Agreement and either consulted with legal counsel of such Executive Member’s choosing regarding its contents or knowingly and voluntarily waived the opportunity to do so and has given careful consideration to the restraints imposed upon such Executive Member by this Agreement. The parties agree that the covenants set forth in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any)this Section 6.08 are in addition to, and unless otherwise expressly provided in this Agreement shall not limit or otherwise determined by the Companybe limited by, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents other noncompetition, nonsolicitation or similar rights) under the Plan, if any, will terminate as covenant of such date and will not be extended by any notice period (for example, Executive Member with the Recipient’s active employment or period of service would not include any contractual notice period Company or any period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); the Company, in its sole discretion, shall determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) unless otherwise provided in the Plan or by the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have this Award 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; and
(n) the Company shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, any payment made pursuant to this Award or the subsequent sale of any Shares acquired under the PlanSubsidiaries.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Solo Brands, Inc.), Limited Liability Company Agreement (Solo Brands, Inc.)
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebyAward, the Recipient acknowledges, understands and agrees that:
(a) i. the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;
(b) ii. the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) iii. all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) iv. the Recipient is voluntarily participating in the Plan;
(f) this Award and any payment made pursuant to v. this Award, any Shares acquired under the Plan and the income from and value of same, are not intended to replace any pension right or compensation;
vi. this Award, any Shares acquired under the Plan and the income from and value of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceend of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awardspayments;
(g) vii. unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this Awardacquired under the Plan, and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an officer or director of II-VI or any a Subsidiary;
(h) viii. in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) ix. the future value of the underlying Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) x. no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from termination of the Recipient’s employment or service Award resulting from the Recipient’s Separation from Service (for any reason whatsoever, whatsoever and whether or not in breach of local labor laws);
xi. for purposes of this Award, a Separation from Service will be deemed to have occurred as of the date the Recipient is no longer providing services to the Company or any Subsidiary (regardless of the reason for such termination is and whether or not later found to be invalid or in breach of the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) for purposes of this Award, the Recipient’s employment will be considered terminated as of the date the Recipient is no longer actively employed and providing services to the Company (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);; and
(l) xii. the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) unless otherwise provided in xiii. neither the Plan or by Company, the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create Employer nor any entitlement to have this Award 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; and
(n) the Company Subsidiary shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, Award or any payment made amounts due to the Recipient pursuant to the settlement of this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 2 contracts
Samples: Performance Share Unit Award Agreement (Ii-Vi Inc), Performance Share Unit Award Agreement (Ii-Vi Inc)
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebyAward, the Recipient acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature;, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; Coherent Corp. PSU (Sample Financial Performance Condition/Share-Settled)
(b) the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(e) this Award, any Shares acquired under the Plan and the income from and value of same, are not intended to replace any pension right or compensation;
(f) this Award and any payment made pursuant to this Award, any Shares acquired under the Plan and the income from and value and income of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceend of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awardspayments;
(g) unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this Awardacquired under the Plan, and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an officer or director of II-VI or any a Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VICoherent, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.X.X.X.; II-VI Coherent is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VICoherent; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the underlying Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from termination of the Recipient’s employment Award or service the recoupment of any Shares or other benefits or payments acquired under the Plan resulting from (a) the Recipient’s Separation from Service (for any reason whatsoever, whatsoever and whether or not such termination is later found to be invalid or in breach of local labor laws); and/or (b) the employment laws application of any recoupment or clawback policy or provision described in this Agreement (or otherwise required by the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if anyCompany) or recoupment of all any recovery or any portion of any payment made pursuant to this Award as provided clawback otherwise required by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimlaw;
(k) for purposes of this Award, the Recipient’s employment a Separation from Service will be considered terminated deemed to have occurred as of the date the Recipient is no longer actively employed and providing services to the Company or any Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be Coherent Corp. PSU (Sample Financial Performance Condition/Share-Settled) invalid or in breach of the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;; and
(m) unless otherwise provided in neither the Plan or by Company, the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create Employer nor any entitlement to have this Award 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; and
(n) the Company Subsidiary shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, Award or any payment made amounts due to the Recipient pursuant to the settlement of this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Samples: Performance Share Unit Award Agreement (Coherent Corp.)
Additional Acknowledgements. By entering into this Agreement and accepting this Award the grant of Restricted Stock Units evidenced hereby, the Recipient Participant acknowledges, understands understands, and agrees that:
(a) i. the Plan is established voluntarily by the Company, and all awards under the Plan are is discretionary in nature, and may be terminated by the Company at any time, except as otherwise set forth in the Plan;
(b) ii. the grant of this Award Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units or benefits in lieu of awardsRestricted Stock Units, even if such awards have been awarded in the past;
(c) iii. all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(f) iv. this Award and any payment made pursuant to this Awardthe underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;
v. this Award and the underlying Shares, and the income from and value of the same, are not part of normal or expected compensation or salary for any purposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end-of-service, bonus, service payments; bonuses; long-service, service awards; pension, retirement retirement, or welfare benefits; or similar benefits, payments or awardspayments;
(g) vi. unless otherwise agreed with the Company, this Award and any Shares subject to this Awardthe underlying Shares, and the income from and value and income of the same, are not granted as consideration for, or in connection with, any service the Recipient Participant may provide as a director of II-VI or any SubsidiaryAffiliate;
(h) in accepting this Award, the Recipient expressly recognizes that vii. this Award is made solely by II-VIthe Company, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; XxxxxxxxxXxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000; Xxxxxxxxxx, XX, U.S.A.; II-VI , and the Company is solely responsible for the administration of the Plan and the RecipientParticipant’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) viii. the future value of the Shares that may be delivered under this Award in settlement of the Restricted Stock Units (pursuant to the terms of this Awardextent earned) is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(j) ix. no claim or entitlement to compensation or damages in favor of the Participant (or any person claiming through the Participant) shall arise from forfeiture of this Award the Restricted Stock Units resulting from a termination of the Recipient’s employment or service Service (for any reason whatsoever, whether or not such termination of Service is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award the Restricted Stock Units as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration on recoupment of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimincentive compensation;
(k) x. for purposes of this Awardthe Restricted Stock Units, the RecipientParticipant’s employment will be considered terminated termination of Service occurs as of the date the Recipient Participant is no longer actively employed and providing services to the Company or one of its Affiliates (for any reason whatsoever, whether or not such termination of Service is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or otherwise determined by the Company, the RecipientParticipant’s right to vest in any portion of this the Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the RecipientParticipant’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any); the Company, in its sole discretion, shall determine when the Recipient Participant is no longer actively employed or providing services for purposes of this the Award (including whether the Recipient Participant may still be considered to be actively employed or providing services while on an approved a leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) xi. unless otherwise provided in the Plan or by the Company in its sole discretion, this Award the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have this Award the Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out out, or substituted forsubstituted, in connection with any corporate transaction affecting the Shares; and
(n) xii. neither the Company Company, the Employer, nor any other Affiliate shall not be liable for any foreign exchange rate fluctuation between the RecipientParticipant’s local currency and the United States Dollar that may affect the value of this Awardthe Restricted Stock Units, any payment made pursuant to this Award the Restricted Stock Units, or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Samples: Restricted Stock Unit Issuance Agreement (Koppers Holdings Inc.)
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebyAward, the Recipient acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;
(b) the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(e) this Award, any Shares acquired under the Plan and the income from and value of same, are not intended to replace any pension right or compensation; IIVI RSU (1 Year) Shares 111618
(f) this Award and any payment made pursuant to this Award, any Shares acquired under the Plan and the income from and value and income of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceend of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awardspayments;
(g) unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this Awardacquired under the Plan, and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an officer or director of II-VI or any a Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the underlying Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from termination of the Recipient’s employment or service Award resulting from the Recipient’s Separation from Service (for any reason whatsoever, whatsoever and whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimlocal labor laws);
(k) for purposes of this Award, the Recipient’s employment a Separation from Service will be considered terminated deemed to have occurred as of the date the Recipient is no longer actively employed and providing services to the Company or any Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be invalid or in breach of the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);; and
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) unless otherwise provided in the Plan or by the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have this Award 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; and
(n) the Company shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, any payment made pursuant to this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebyAward, the Recipient acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(e) this Award, any Shares acquired under the Plan and the income from and value of same, are not intended to replace any pension right or compensation;
(f) this Award and any payment made pursuant to this Award, any Shares acquired under the Plan and the income from and value and income of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, endCoherent Corp. RSU Shares (Sample Time-of-serviceVesting) end of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awardspayments;
(g) unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this Awardacquired under the Plan, and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an officer or director of II-VI or any a Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VICoherent, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.X.X.X.; II-VI Coherent is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VICoherent; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the underlying Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from termination of the Recipient’s employment Award or service the recoupment of any Shares or other benefits or payments acquired under the Plan resulting from (a) the Recipient’s Separation from Service (for any reason whatsoever, whatsoever and whether or not such termination is later found to be invalid or in breach of local labor laws); and/or (b) the employment laws application of any recoupment or clawback policy or provision described in this Agreement (or otherwise required by the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if anyCompany) or recoupment of all any recovery or any portion of any payment made pursuant to this Award as provided clawback otherwise required by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimlaw;
(k) for purposes of this Award, the Recipient’s employment a Separation from Service will be considered terminated deemed to have occurred as of the date the Recipient is no longer actively employed and providing services to the Company or any Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be invalid or in breach of the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;; and
(m) unless otherwise provided in neither the Plan or by Company, the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create Employer nor any entitlement to have this Award 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; and
(n) the Company Subsidiary shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, Award or any payment made amounts due to the Recipient pursuant to the settlement of this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (Coherent Corp.)
Additional Acknowledgements. By entering into this Agreement and accepting this Award the grant of Restricted Stock Units evidenced hereby, the Recipient Participant acknowledges, understands understands, and agrees that:
(a) i. the Plan is established voluntarily by the Company, and all awards under the Plan are is discretionary in nature, and may be terminated by the Company at any time, except as otherwise set forth in the Plan;
(b) ii. the grant of this Award Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units or benefits in lieu of awardsRestricted Stock Units, even if such awards have been awarded in the past;
(c) iii. all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(f) iv. this Award and any payment made pursuant to this Awardthe underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;
v. this Award and the underlying Shares, and the income from and value of the same, are not part of normal or expected compensation or salary for any purposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end-of-service, bonus, service payments; bonuses; long-service, service awards; pension, retirement retirement, or welfare benefits; or similar benefits, payments or awardspayments;
(g) vi. unless otherwise agreed with the Company, this Award and any Shares subject to this Awardthe underlying Shares, and the income from and value and income of the same, are not granted as consideration for, or in connection with, any service the Recipient Participant may provide as a director of II-VI or any SubsidiaryAffiliate;
(h) in accepting this Award, the Recipient expressly recognizes that vii. this Award is made solely by II-VIthe Company, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; XxxxxxxxxXxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000; Xxxxxxxxxx, XX, U.S.A.; II-VI , and the Company is solely responsible for the administration of the Plan and the RecipientParticipant’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) viii. the future value of the Shares that may be delivered under this Award in settlement of the Restricted Stock Units (pursuant to the terms of this Awardextent earned) is unknown, indeterminable indeterminable, and cannot be predicted with certainty;; Revised 5/1/18
(j) ix. no claim or entitlement to compensation or damages in favor of the Participant (or any person claiming through the Participant) shall arise from forfeiture of this Award the Restricted Stock Units resulting from a termination of the Recipient’s employment or service Service (for any reason whatsoever, whether or not such termination of Service is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award the Restricted Stock Units as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration on recoupment of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimincentive compensation;
(k) x. for purposes of this Awardthe Restricted Stock Units, the RecipientParticipant’s employment will be considered terminated termination of Service occurs as of the date the Recipient Participant is no longer actively employed and providing services to the Company or one of its Affiliates (for any reason whatsoever, whether or not such termination of Service is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or otherwise determined by the Company, the RecipientParticipant’s right to vest in any portion of this the Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the RecipientParticipant’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any); the Company, in its sole discretion, shall determine when the Recipient Participant is no longer actively employed or providing services for purposes of this the Award (including whether the Recipient Participant may still be considered to be actively employed or providing services while on an approved a leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) xi. unless otherwise provided in the Plan or by the Company in its sole discretion, this Award the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have this Award the Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out out, or substituted forsubstituted, in connection with any corporate transaction affecting the Shares; and
(n) xii. neither the Company Company, the Employer, nor any other Affiliate shall not be liable for any foreign exchange rate fluctuation between the RecipientParticipant’s local currency and the United States Dollar that may affect the value of this Awardthe Restricted Stock Units, any payment made pursuant to this Award the Restricted Stock Units, or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Samples: Restricted Stock Unit Issuance Agreement (Koppers Holdings Inc.)
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebyAward, the Recipient acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature;
, and may be amended, suspended or terminated by the Company at any time; 109919762v2 (b) the b)the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(e) this Award, any Shares acquired under the Plan and the income from and value of same, are not intended to replace any pension right or compensation;
(f) this Award and any payment made pursuant to this Award, any Shares acquired under the Plan and the income from and value and income of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceend of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awardspayments;
(g) unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this Awardacquired under the Plan, and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an officer or director of II-VI or any a Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the underlying Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from termination of the Recipient’s employment or service Award resulting from the Recipient’s Separation from Service (for any reason whatsoever, whatsoever and whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimlocal labor laws);
(k) for purposes of this Award, the Recipient’s employment a Separation from Service will be considered terminated deemed to have occurred as of the date the Recipient is no longer actively employed and providing services to the Company or any Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be invalid or in breach of the employment labor laws in the 109919762v2 jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);; and
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) unless otherwise provided in neither the Plan or by Company, the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create Employer nor any entitlement to have this Award 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; and
(n) the Company Subsidiary shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, Award or any payment made amounts due to the Recipient pursuant to the settlement of this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebyAward, the Recipient acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;
(b) the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(e) this Award, any Shares acquired under the Plan and the income from and value of same, are not intended to replace any pension right or compensation;
(f) this Award and any payment made pursuant to this Award, any Shares acquired under the Plan and the income from and value and income of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceend of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awardspayments;
(g) unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this Awardacquired under the Plan, and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an officer or director of II-VI or any a Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the underlying Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from termination of the Recipient’s employment or service Award resulting from the Recipient’s Separation from Service (for any reason whatsoever, whatsoever and whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimlocal labor laws);
(k) for purposes of this Award, the Recipient’s employment a Separation from Service will be considered terminated deemed to have occurred as of the date the Recipient is no longer actively employed and providing services to the Company or any Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be invalid or in breach of the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);; and
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) unless otherwise provided in neither the Plan or by Company, the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create Employer nor any entitlement to have this Award 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; and
(n) the Company Subsidiary shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, Award or any payment made amounts due to the Recipient pursuant to the settlement of this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebyAward, the Recipient acknowledges, understands and agrees that:: Coherent Corp. PSU (Sample rTSR/Share-Settled)
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(e) this Award, any Shares acquired under the Plan and the income from and value of same, are not intended to replace any pension right or compensation;
(f) this Award and any payment made pursuant to this Award, any Shares acquired under the Plan and the income from and value and income of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceend of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awardspayments;
(g) unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this Awardacquired under the Plan, and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an officer or director of II-VI or any a Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VICoherent, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.X.X.X.; II-VI Coherent is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VICoherent; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the underlying Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from termination of the Recipient’s employment Award or service the recoupment of any Shares or other benefits or payments acquired under the Plan resulting from (a) the Recipient’s Separation from Service (for any reason whatsoever, whatsoever and whether or not such termination is later found to be invalid or in breach of local labor laws); and/or (b) the employment laws Coherent Corp. PSU (Sample rTSR/Share-Settled) application of any recoupment or clawback policy or provision described in this Agreement (or otherwise required by the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if anyCompany) or recoupment of all any recovery or any portion of any payment made pursuant to this Award as provided clawback otherwise required by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimlaw;
(k) for purposes of this Award, the Recipient’s employment a Separation from Service will be considered terminated deemed to have occurred as of the date the Recipient is no longer actively employed and providing services to the Company or any Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be invalid or in breach of the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;; and
(m) unless otherwise provided in neither the Plan or by Company, the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create Employer nor any entitlement to have this Award 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; and
(n) the Company Subsidiary shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, Award or any payment made amounts due to the Recipient pursuant to the settlement of this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Samples: Performance Share Unit Award Agreement (Coherent Corp.)
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebythe SARs, the Recipient acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;
(b) the grant of this Award the SARs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(e) the SARs and the income from and value of same, are not intended to replace any pension rights or compensation; IIVI SAR 111618
(f) this Award and any payment made pursuant to this Award, the SARs and the income from and value and income of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceend of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awardspayments;
(g) unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this Award, the SARs and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an office or director of II-VI or any Subsidiary;
(h) in accepting this Awardthe SARs, the Recipient expressly recognizes that this Award is the SARs are made solely by II-VI, with principal offices at 000 300 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award the SARs and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award the SARs will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the Shares that may be delivered under this Award (pursuant to underlying the terms of this Award) SARs is unknown, indeterminable and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award the SARs resulting from termination of the Recipient’s employment or service Separation from Service (for any reason whatsoever, whatsoever and whether or not in breach of local labor laws);
(k) for purposes of the SARs, a Separation from Service will be deemed to have occurred as of the date the Recipient is no longer providing services to the Company or any Subsidiary (regardless of the reason for such termination is and whether or not later found to be invalid or in breach of the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) for purposes of this Award, the Recipient’s employment will be considered terminated as of the date the Recipient is no longer actively employed and providing services to the Company (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, SARs will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award the SARs (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;; and
(m) unless otherwise provided in neither the Plan or by Company, the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create Employer nor any entitlement to have this Award 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; and
(n) the Company Subsidiary shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, the SARs or any payment made pursuant amounts due to this Award or the subsequent sale of any Shares acquired Recipient under the Plan.. IIVI SAR 111618
Appears in 1 contract
Additional Acknowledgements. By entering into this Agreement and accepting this Award the grant of Restricted Stock Units evidenced hereby, the Recipient Participant acknowledges, understands understands, and agrees that:
(a) i. the Plan is established voluntarily by the Company, and all awards under the Plan are is discretionary in nature, and may be terminated by the Company at any time, except as otherwise set forth in the Plan;
(b) ii. the grant of this Award Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units or benefits in lieu of awardsRestricted Stock Units, even if such awards have been awarded in the past;
(c) iii. all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(f) iv. this Award and any payment made pursuant to this Awardthe underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;
v. this Award and the underlying Shares, and the income from and value of the same, are not part of normal or expected compensation or salary for any purposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end-of-service, bonus, service payments; bonuses; long-service, service awards; pension, retirement retirement, or welfare benefits; or similar benefits, payments or awardspayments;
(g) vi. unless otherwise agreed with the Company, this Award and any Shares subject to this Awardthe underlying Shares, and the income from and value and income of the same, are not granted as consideration for, or in connection with, any service the Recipient Participant may provide as a director of II-VI or any SubsidiaryAffiliate;
(h) in accepting this Award, the Recipient expressly recognizes that vii. this Award is made solely by II-VIthe Company, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; XxxxxxxxxXxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000; Xxxxxxxxxx, XX, U.S.A.; II-VI , and the Company is solely responsible for the administration of the Plan and the RecipientParticipant’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) viii. the future value of the Shares that may be delivered under this Award in settlement of the Restricted Stock Units (pursuant to the terms of this Awardextent earned) is unknown, indeterminable indeterminable, and cannot be predicted with certainty;; Revised 1/25/18
(j) ix. no claim or entitlement to compensation or damages in favor of the Participant (or any person claiming through the Participant) shall arise from forfeiture of this Award the Restricted Stock Units resulting from a termination of the Recipient’s employment or service Service (for any reason whatsoever, whether or not such termination of Service is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award the Restricted Stock Units as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration on recoupment of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimincentive compensation;
(k) x. for purposes of this Awardthe Restricted Stock Units, the RecipientParticipant’s employment will be considered terminated termination of Service occurs as of the date the Recipient Participant is no longer actively employed and providing services to the Company or one of its Affiliates (for any reason whatsoever, whether or not such termination of Service is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or otherwise determined by the Company, the RecipientParticipant’s right to vest in any portion of this the Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the RecipientParticipant’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any); the Company, in its sole discretion, shall determine when the Recipient Participant is no longer actively employed or providing services for purposes of this the Award (including whether the Recipient Participant may still be considered to be actively employed or providing services while on an approved a leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) xi. unless otherwise provided in the Plan or by the Company in its sole discretion, this Award the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have this Award the Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out out, or substituted forsubstituted, in connection with any corporate transaction affecting the Shares; and
(n) xii. neither the Company Company, the Employer, nor any other Affiliate shall not be liable for any foreign exchange rate fluctuation between the RecipientParticipant’s local currency and the United States Dollar that may affect the value of this Awardthe Restricted Stock Units, any payment made pursuant to this Award the Restricted Stock Units, or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Samples: Restricted Stock Unit Issuance Agreement (Koppers Holdings Inc.)
Additional Acknowledgements. By entering into this Agreement and accepting this Award evidenced herebyAward, the Recipient acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;
(b) the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award shall not create a right to employment with the Company and shall not interfere with the ability of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(e) this Award, any Payments made under the Plan and the income from and value of same, are not intended to replace any pension right or compensation; IIVI RSU Cash 111618
(f) this Award and any payment made pursuant to this Award, any Payments made under the Plan and the income from and value and income of the same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceend of service payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement or welfare benefits or similar benefits, payments or awardspayments;
(g) unless otherwise agreed with the CompanyCompany in writing, this Award and any Shares subject to this AwardPayments made under the Plan, and the income from and value and income of the same, are not granted as in consideration for, or in connection with, any the service the Recipient may provide as a an officer or director of II-VI or any a Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the underlying Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from termination of the Recipient’s employment or service Award resulting from the Recipient’s Separation from Service (for any reason whatsoever, whatsoever and whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimlocal labor laws);
(k) for purposes of this Award, the Recipient’s employment a Separation from Service will be considered terminated deemed to have occurred as of the date the Recipient is no longer actively employed and providing services to the Company or any Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be invalid or in breach of the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or . Unless otherwise determined by the CompanyCommittee, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment labor laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); . The Committee shall have the Company, in its sole discretion, shall exclusive discretion to determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved a leave of absence);; and
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) unless otherwise provided in the Plan or by the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have this Award 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; and
(n) the Company shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, any payment made pursuant to this Award or the subsequent sale of any Shares acquired under the Plan.
Appears in 1 contract
Additional Acknowledgements. By entering into this Agreement and accepting this Award the grant of the Option evidenced hereby, the Recipient Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, and all awards under the Plan are discretionary in nature;
(b) the grant of this Award the Option is voluntary and occasional and does not create any contractual or other right to receive future awards of Options or benefits in lieu of awardsOptions, even if such awards have been awarded in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the grant of this Award Option shall not create a right to employment with the Company or any other Subsidiary and shall not interfere with the ability of the Company or any Subsidiary to terminate the RecipientParticipant’s employment or service relationship (if any);
(e) the Recipient Participant is voluntarily participating in the Plan;
(f) this Award the Option and any payment made pursuant to this Awardthe Option, and the value and income of the same, are not part of normal or expected compensation or salary for any purposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-serviceservice payments, bonusbonuses, long-serviceservice awards, pension, pension or retirement benefits or welfare benefits or similar benefits, payments or awardspayments;
(g) unless otherwise agreed with the Company, this Award the Option and any Shares subject to this Awardthe Option, and the value and income of the same, are not granted as consideration for, or in connection with, any service the Recipient Participant may provide as a director of II-VI or any Subsidiary;
(h) in accepting this Awardthe grant of the Option, the Recipient Participant expressly recognizes that this Award the Option is an award made solely by II-VIthe Company, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxxin Massachusetts, Xxxxxxxxxxxx 00000; U.S.A.; II-VI the Company is solely responsible for the administration of the Plan and the RecipientParticipant’s participation in the Plan; in the event that the Recipient Participant is an employee or consultant of a an Subsidiary, this Award the Option and the RecipientParticipant’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VIthe Company; and this Award furthermore, the Option will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the Shares that which may be delivered under this Award (pursuant to upon exercise of the terms of this Award) Option is unknown, indeterminable and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of this Award the Option resulting from termination of the RecipientParticipant’s employment or service (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient Participant is employed or providing services or the terms of the RecipientParticipant’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitledOption, the Recipient Participant irrevocably agrees never to institute any claim against II-VI the Company, the Participant’s employer or any Subsidiaryother affiliate, waives the RecipientParticipant’s ability, if any, to bring any such claim, and releases II-VI the Company, the Participant’s employer and its Subsidiaries any other affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient Participant shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient Participant agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) for purposes of this Award, the Recipient’s employment will be considered terminated as of the date the Recipient is no longer actively employed and providing services to the Company (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or otherwise determined by the Company, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); the Company, in its sole discretion, shall determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved leave of absence);
(l) the Recipient Participant is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient Participant in connection with his or her participation in the Plan;
(ml) unless otherwise provided in the Plan or by the Company in its sole discretion, this Award the Option and the benefits evidenced by this Agreement do not create any entitlement to have this Award the Option 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 SharesCompany’s Common Stock; and
(nm) neither the Company Company, the Participant’s employer nor any other affiliate shall not be liable for any foreign exchange rate fluctuation between the RecipientParticipant’s local currency and the United States Dollar that may affect the value of this Awardthe Option, any payment made pursuant to this Award the Option or the subsequent sale of any Shares shares of Common Stock acquired under the Plan.
Appears in 1 contract
Additional Acknowledgements. By entering into Employee acknowledges that the provisions of Section 10 are in consideration of: (i) employment with Company, (ii) the issuance of stock options and bonus plan units in the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Employee agrees and acknowledges that the restriction contained in Sections 10, 16 and 17 do not preclude Employee from earning a livelihood, nor do they unreasonably impose limitations on the Employee’s ability to earn a living. In addition, Employee acknowledges (A) that the business of the Company or any subsidiaries will be international in scope and without geographical limitation, (B) notwithstanding the state of incorporation or principal office of the Company or any subsidiaries, or any of their respective Employees or employees (including the Employee), it is expected that the Company will have business activities and have valuable business relationships within its industry throughout the world and (C) as part of his responsibilities, Employee will be traveling around the world in furtherance of the Company’s business and its relationships. In addition, Employee agrees and acknowledges that the potential harm to the Company of the non-enforcement of Sections 10, 16 and 17 outweighs any potential harm to Employee of its enforcement by injunction or otherwise. Employee acknowledges that he has carefully read this Agreement and accepting has given careful consideration to the restraints imposed upon Employee by this Award evidenced herebyAgreement, and is in full accord as to their necessity for the Recipient acknowledges, understands reasonably and proper protection of the Confidential Information of the Company now existing or to be developed in the future. Employee expressly acknowledges and agrees that:
that (ai) the Plan each and every restraint imposed by this Agreement is established voluntarily by the Company, and all awards under the Plan are discretionary in nature;
(b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of awards, even if such awards have been awarded in the past;
(c) all decisions reasonable with respect to future awardssubject matter, if anytime period and geographical area and (ii) nothing contained in Sections 10, will be at the sole discretion of the Company;
(d) the grant of this Award 16 and 17 hereof shall not create a right eliminate, reduce or otherwise impair any obligation Employee might have to employment with any prior the Company and shall not interfere with the ability or business relation of the Company to terminate the Recipient’s employment or service relationship (if any);
(e) the Recipient is voluntarily participating in the Plan;
(f) this Award and any payment made pursuant to this Award, and the value and income of the same, are not part of normal or expected compensation or salary for any purposes, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service, bonus, long-service, pension, retirement or similar benefits, payments or awards;
(g) unless otherwise agreed with the Company, this Award and any Shares subject to this Award, and the value and income of the same, are not granted as consideration for, or in connection with, any service the Recipient may provide as a director of II-VI or any Subsidiary;
(h) in accepting this Award, the Recipient expressly recognizes that this Award is made solely by II-VI, with principal offices at 000 Xxxxxxxxx Xxxxxxxxx; Xxxxxxxxx, Xxxxxxxxxxxx 00000; U.S.A.; II-VI is solely responsible for the administration of the Plan and the Recipient’s participation in the Plan; in the event that the Recipient is an employee of a Subsidiary, this Award and the Recipient’s participation in the Plan will not create a right to employment or be interpreted to form an employment or service contract or relationship with II-VI; and this Award will not be interpreted to form an employment or service contract with any Subsidiary;
(i) the future value of the Shares that may be delivered under this Award (pursuant to the terms of this Award) is unknown, indeterminable and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of this Award resulting from termination of the Recipient’s employment or service (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any) or recoupment of all or any portion of any payment made pursuant to this Award as provided by any applicable Company compensation recoupment, clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time and, in consideration of the grant of this Award to which the Recipient is not otherwise entitled, the Recipient irrevocably agrees never to institute any claim against II-VI or any Subsidiary, waives the Recipient’s ability, if any, to bring any such claim, and releases II-VI and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim, and the Recipient agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) for purposes of this Award, the Recipient’s employment will be considered terminated as of the date the Recipient is no longer actively employed and providing services to the Company (for any reason whatsoever, whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or otherwise determined by the Company, the Recipient’s right to vest in any portion of this Award (and any related dividend equivalents or similar rights) under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, the Recipient’s active employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where the Recipient is employed or providing services or the terms of the Recipient’s employment or service agreement, if any); the Company, in its sole discretion, shall determine when the Recipient is no longer actively employed or providing services for purposes of this Award (including whether the Recipient may still be considered to be actively employed or providing services while on an approved leave of absence);
(l) the Recipient is solely responsible for investigating and complying with any exchange control laws applicable to the Recipient in connection with his or her participation in the Plan;
(m) unless otherwise provided in the Plan or by the Company in its sole discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have this Award 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; and
(n) the Company shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of this Award, any payment made pursuant to this Award or the subsequent sale of any Shares acquired under the PlanEmployee.
Appears in 1 contract
Samples: Employment Agreement (Epicedge Inc)