Common use of Nature of Award Clause in Contracts

Nature of Award. As a condition to receipt of this Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan; (b) this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cash, or benefits in lieu of cash awards, even if cash awards have been granted in the past; (c) all decisions with respect to future cash incentive or other awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any time; (e) the Participant’s participation in the Plan is voluntary; (f) the Award is not intended to replace any pension rights or compensation; (g) this Award and the Participant’s participation in the Plan will not be interpreted to form or amend an employment or service agreement or relationship with the Company, the Employer or any Affiliate; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); (i) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (l) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Participant.

Nature of Award. As a condition to receipt of this Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan; (b) this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cashawards, or benefits in lieu of cash awards, even if cash awards Shares have been granted repeatedly in the past; (c) all decisions with respect to future cash incentive share or other awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any time; (e) the Participant’s participation in the Plan is voluntary; (f) the Award is Shares, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Affiliate (as defined in the Plan); (h) this Award and the Participant’s participation in the Plan will not be interpreted to form or amend an employment or service agreement or relationship with the Company, the Employer or any Affiliate; (hi) no claim or entitlement to compensation or damages shall arise from forfeiture the future value of the Award resulting from termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant underlying Shares is employed or the terms of the Participant’s employment or service agreement, if any); (i) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate (regardless of the reason for such termination unknown and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will cannot be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence)predicted with certainty; (j) unless otherwise agreed with the Company, the Award is Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (lk) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the ParticipantParticipant for the subsequent sale of the Share.

Nature of Award. As a condition to receipt of this Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the PlanPlan and this Award Agreement; (b) this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cash, or benefits in lieu of cash awards, even if cash awards have been granted repeatedly in the past; (c) all decisions with respect to future cash incentive or other awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any time; (e) the Participant’s participation in the Plan is voluntary; (f) the Award is not intended to replace any pension rights or compensation; (g) this Award and the Participant’s participation in the Plan will not be interpreted to form or amend an employment or service agreement or relationship with the Company, the Employer Company or any Affiliate; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); (i) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (l) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Participant.

Nature of Award. As a condition to receipt of this AwardIn accepting the Option award, the Participant acknowledges, understands and agrees Eligible Individual acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the PlanPlan and this Agreement; (b) this Award the award of the Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cashOptions, or benefits in lieu of cash awardsOptions, even if cash awards Options have been granted awarded repeatedly in the past; (c) all decisions with respect to future cash incentive or other awards, if any, will be at the sole discretion of the Company; (d) the ParticipantEligible Individual’s participation in the Plan shall will not create a right to further employment with the Employer Company, its Subsidiary or Affiliate and shall not interfere with the ability of the Employer Company to terminate the ParticipantEligible Individual’s employment or other service relationship at any timetime with or without cause; (e) the Participant’s participation Eligible Individual is voluntarily participating in the Plan is voluntaryPlan; (f) the Award Option award is an extraordinary item that does not intended constitute compensation of any kind for services of any kind rendered to replace any pension rights the Company, Subsidiary, or compensationAffiliate, and such award is outside the scope of the Eligible Individual’s employment contract, if any; (g) this Award the Option award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Participant’s participation Company, Subsidiary or Affiliate; (h) in the Plan event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form or amend an employment or service agreement contract or relationship with the Company, the Employer a Subsidiary or any Affiliate;; and (hi) in consideration of the award of the Options, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the ParticipantOption award or diminution in value of the Option award resulting from Termination of the Eligible Individual’s employment or other service relationship Employment by the Company Company, Subsidiary or the Employer Affiliate (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); (i) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate (regardless of the reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate from any such claim that may arise; if, notwithstanding the Participant’s right foregoing, any such claim is found by a court of competent jurisdiction to vest in the Award under the Planhave arisen, if anythen, will terminate as of such date and will not be extended by any notice period (e.g.signing this Agreement, the Participant’s period of service would not include any contractual notice period Eligible Individual will be deemed irrevocably to have waived his or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion her entitlement to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (l) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Participantpursue such claim.

Nature of Award. As a condition to receipt of this Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the PlanPlan and this Award Agreement; (b) this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cashOptions, or benefits in lieu of cash awardsOptions, even if cash awards Options have been granted repeatedly in the past; (c) all decisions with respect to future cash incentive or other awardsawards of Options, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any time; (e) the Participant’s participation in the Plan is voluntary; (f) the Award Options and any Shares issued upon exercise of the Options are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Participant’s employment agreement, if any, unless such agreement is directly with the Company and specifically provides to the contrary; (g) the Options and any Shares issued upon exercise of the Options, and the income from and value of same, are not intended to replace any pension rights or compensation; (gh) the Options and any Shares issued upon exercise of the Options, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Affiliate; (i) this Award and the Participant’s participation in the Plan will not be interpreted to form or amend an employment or service agreement or relationship with the Company, the Employer Company or any Affiliate; (hj) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (k) if the Shares underlying the Options do not increase in value, the Options will have no value; (l) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (m) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Options resulting from termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); (in) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in or exercise the Award Options under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, (i) the Participant’s right to vest in the Award Options under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); and (ii) the period (if any) during which the Participant may exercise the Option after such termination of the Participant’s employment or service relationship will commence on the date the Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Participant is employed or terms of the Participant’s employment agreement, if any; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services employed for purposes of the Award Options (including whether the Participant may still be considered to be providing services while on a leave of absence); (jo) unless otherwise agreed with the Company, the Options and the benefits evidenced by this Award is Agreement, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (lp) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the ParticipantParticipant pursuant to the exercise of the Options or the subsequent sale of any Shares acquired upon exercise.

Nature of Award. As a condition to receipt of this Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan; (b) this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cash, or benefits in lieu of cash awards, even if cash awards have been granted in the past; (c) all decisions with respect to future cash incentive or other awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any time; (e) the Participant’s participation in the Plan is voluntary; (f) the Award is not intended to replace any pension rights or compensation; (g) this Award and the Participant’s participation in the Plan will not be interpreted to form or amend an employment or service agreement or relationship with the Company, the Employer or any Affiliate; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any)) or from any forfeiture of Performance Units or recoupment of Shares pursuant to Section 25 of this Award Agreement; (i) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (l) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Participant.

Nature of Award. As a condition to receipt of this Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan; (b) this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cash, or benefits in lieu of cash awards, even if cash awards have been granted in the past; (c) all decisions with respect to future cash incentive or other awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any time; (e) the Participant’s participation in the Plan is voluntary; (f) the Award is not intended to replace any pension rights or compensation; (g) this Award and the Participant’s participation in the Plan will not be interpreted to form or amend an employment or service agreement or relationship with the Company, the Employer or any Affiliate; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any)) or from any forfeiture of the Award or recoupment of the Award pursuant to Section 25 of this Award Agreement; (i) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (l) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Participant.

Nature of Award. As a condition to receipt of this Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan; (b) this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cash, or benefits in lieu of cash awards, even if cash awards have been granted in the past; (c) all decisions with respect to future cash incentive or other awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any time; (e) the Participant’s participation in the Plan is voluntary; (f) the Award is not intended to replace any pension rights or compensation; (g) this Award and the Participant’s participation in the Plan will not be interpreted to form or amend an employment or service agreement or relationship with the Company, the Employer Company or any Affiliate; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); (i) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (l) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Participant.

Nature of Award. As a condition to receipt of this AwardIn accepting the Restricted Shares, the Participant acknowledges, understands Grantee acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the PlanPlan and this Agreement; (b) this Award the grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of cashRestricted Shares, or benefits in lieu of cash awardsRestricted Shares, even if cash awards Restricted Shares have been granted awarded repeatedly in the past; (c) all decisions with respect to future cash incentive or other awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any time; (e) the ParticipantGrantee’s participation in the Plan is voluntary; (fe) the Award grant is not intended to replace part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension rights or compensationretirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (gf) in the event that the Grantee is not an employee of the Company or any Subsidiary, this Award grant and the ParticipantGrantee’s participation in the Plan will not be interpreted to form or amend an employment or service agreement contract or relationship with the Company, the Employer Company or any AffiliateSubsidiary; (g) the future value of the Restricted Shares is unknown and cannot be predicted with certainty; (h) in consideration of this grant, no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Agreement or diminution in value of the Award Restricted Shares acquired upon vesting, resulting from termination of the ParticipantGrantee’s employment or other service relationship by the Company or the Employer any Subsidiary (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and in consideration of this grant, the Grantee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction where to have arisen, then, by signing this Agreement, the Participant is employed Grantee shall be deemed irrevocably to have waived his or the terms of the Participant’s employment her right to pursue or service agreement, if any)seek remedy for any such claim or entitlement; (i) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the ParticipantGrantee’s employment (whether or service relationshipnot in breach of local labor laws), the ParticipantGrantee’s right to receive grants under the Plan and to vest in the Award under the Plansuch grants, if any, will terminate effective as of the date that the Participant Grantee is no longer actively providing services to the Company, the Employer or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period mandated under local law (e.g., the Participant’s period of service providing services would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws pursuant to local law); furthermore, in the jurisdiction where the Participant is employed or the terms event of termination of the ParticipantGrantee’s employment (whether or service agreement, if any); not in breach of local labor laws) the Committee shall have the exclusive discretion to determine when the Participant Grantee is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence)this grant; (j) unless otherwise agreed with the Company, the Award Company is not granted as consideration forproviding any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in connection with, the service Participant may provide as a director Plan or the Grantee’s acquisition or sale of an Affiliate;the Restricted Shares; and (k) unless otherwise agreed the Grantee is hereby advised to by consult with the CompanyGrantee’s own personal tax, legal and financial advisers regarding the Award and Grantee’s participation in the benefits under Plan before taking any action related to the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (l) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Participant.

Nature of Award. As a condition to receipt of this Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan; (b) this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cashawards, or benefits in lieu of cash awards, even if cash awards Shares have been granted repeatedly in the past; (c) all decisions with respect to future cash incentive share or other awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any time; (e) the Participant’s participation in the Plan is voluntary; (f) the Award is Shares, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Affiliate (as defined in the Plan); (h) this Award and the Participant’s participation in the Plan will not be interpreted to form or amend an employment or service agreement or relationship with the Company, the Employer Company or any Affiliate; (hi) no claim or entitlement to compensation or damages shall arise from forfeiture the future value of the Award resulting from termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant underlying Shares is employed or the terms of the Participant’s employment or service agreement, if any); (i) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate (regardless of the reason for such termination unknown and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will cannot be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence)predicted with certainty; (j) unless otherwise agreed with the Company, the Award is Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (lk) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the ParticipantParticipant for the subsequent sale of the Share.

Nature of Award. As a condition to receipt of this In accepting the Award, the Participant acknowledges, understands and agrees Eligible Individual acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the PlanPlan and this Agreement; (b) this the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cashAwards, or benefits in lieu of cash awardsAwards, even if cash awards Awards have been granted awarded repeatedly in the past; (c) all decisions with respect to future cash incentive or other awardsAwards, if any, will be at the sole discretion of the Company; (d) the ParticipantEligible Individual’s participation in the Plan shall will not create a right to further employment with the Employer Company, its Subsidiary or Affiliate and shall not interfere with the ability of the Employer Company to terminate the ParticipantEligible Individual’s employment or other service relationship at any timetime with or without Cause; (e) the Participant’s participation Eligible Individual is voluntarily participating in the Plan is voluntaryPlan; (f) the Award is an extraordinary item that does not intended constitute regular compensation of any kind for services of any kind rendered to replace any pension rights the Company, Subsidiary, or compensationAffiliate; (g) this the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Participant’s participation Company; (h) in the Plan event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Award will not be interpreted to form or amend an employment or service agreement contract or relationship with the Company, the Employer or any Affiliate;; and (hi) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award or diminution in value of the Award resulting from termination Termination of the ParticipantEligible Individual’s employment or other service relationship Employment by the Company Company, Subsidiary or the Employer Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant local labor laws; provided, however, such termination is employed or consistent with the terms of the Participant’s employment or service agreement, if any); (iAward and the Employment Agreement) except as otherwise provided by and the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationship, the Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate from any such claim that may arise; if, notwithstanding the Employer or foregoing, any Affiliate (regardless such claim is found by a court of the reason for such termination and whether or not later found competent jurisdiction to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreementhave arisen, if any)then, and unless otherwise expressly provided in by signing this Award Agreement or determined by the CompanyAgreement, the Participant’s right Eligible Individual will be deemed irrevocably to vest in the Award under the Plan, if any, will terminate as of have waived his or her entitlement to pursue such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and (l) neither the Company nor the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Participantclaim.

Nature of Award. As a condition to receipt of By accepting this Cash Award, the Participant Recipient acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Planextent permitted by the Plan and this Cash Award Agreement; (b) the grant of this Cash Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of cash, under the Plan or benefits in lieu of cash Plan awards, even if cash Cash Awards or other Plan awards have been granted in the past; (c) all decisions with respect to future cash incentive or other awards, if any, Cash Awards will be at the sole discretion of the CompanyCommittee; (d) the Participant’s participation he or she is voluntarily participating in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or other service relationship at any timePlan; (e) if the Participant’s participation in Recipient resides and/or works outside the Plan is voluntary;United States, the following additional provisions shall apply: (fi) the this Cash Award is not intended to replace any pension rights or compensation; (gii) this Cash Award does not, prior to payment, constitute compensation of any kind for services of any kind rendered to the Company and/or any subsidiary thereof and are outside the Participantscope of the Recipient’s participation in the Plan will not be interpreted to form or amend an employment or service agreement or relationship with the Companycontract, the Employer or any Affiliateif any; (hiii) this Cash Award is not part of normal or expected compensation or salary, including, but not limited to, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, service awards, pension or retirement or welfare benefits or similar payments unless such other arrangement explicitly provides to the contrary; (iv) no claim or entitlement to compensation or damages shall arise from forfeiture of the Cash Award resulting from the Recipient’s termination of the Participant’s employment or other service relationship by Relationship for any reason, and in consideration of this Cash Award the Recipient irrevocably agrees never to institute a claim against the Company and/or subsidiary, waives his or her ability to bring such claim and releases the Employer (for Company and/or subsidiary from any reason whatsoeverclaim; if, whether or not later found to be invalid or in breach notwithstanding the foregoing, such claim is allowed by a court of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreementcompetent jurisdiction, if any); (i) except as otherwise provided then by the Committee or the Grant Notice, in the event of termination of the Participant’s employment or service relationshipaccepting this Cash Award, the Participant’s right Recipient is deemed irrevocably to vest in the Award under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services have agreed not to the Company, the Employer pursue such claim and agrees to execute any and all documents necessary to request dismissal or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as withdrawal of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (k) unless otherwise agreed to by the Company, the Award and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employerclaims; and (lf) neither the Cash Award shall be made in the currency indicated in the Customizing Information and the Company nor the Employer or any Affiliate shall not be liable for any foreign exchange rate fluctuation between the ParticipantRecipient’s local currency and the United States Dollar that may affect currency in which the value of the Cash Award or of any amounts due to the Participantis paid.