Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan; (b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past; (c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee; (d) participation in this Plan or program is voluntary; (e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any; (g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence); (h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved; (k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and (l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 4 contracts
Samples: Performance Share Unit Agreement (Sysco Corp), Performance Share Unit Agreement (Sysco Corp), Performance Share Unit Agreement (Sysco Corp)
Nature of Award. In accepting the Awardgrant of Restricted Stock Units, the Grantee acknowledgesacknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Affiliates over and above the specific terms of the Plan. Consequently, the Grantee understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and the Stock acquired upon lapse of the restrictions relating to the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Grantee understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily that, unless otherwise expressly provided for by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly set forth in the past;
(c) all determinations with respect Agreement, the Restricted Stock Units will be cancelled without entitlement to any future awardsStock if the Grantee ceases to be an eligible participant for any reason, including, but not limited to: resignation, the times when awards are madedisciplinary dismissal adjudged to be with cause, the amount of Stockdisciplinary dismissal adjudged or recognized to be without good cause (i.e., and the performance and other conditions attached subject to the awardsa “despido improcedente”), will be at the sole discretion material modification of the Company and/or terms of employment under Article 41 of the Committee;
(d) participation Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in this Plan or program is voluntary;
(e) this Award and its sole discretion, shall determine the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, date when the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered status as an eligible participant has terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Restricted Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitledUnits. In addition, the Grantee irrevocably agrees never understands that this grant would not be made to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably but for the assumptions and conditions referred to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United Statesabove; thus, the Grantee acknowledges and agrees freely accepts that neither should any or all of the Companyassumptions be mistaken or should any of the conditions not be met for any reason, the Employer nor then any Affiliated Company grant of Restricted Stock Units shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency null and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlvoid.
Appears in 4 contracts
Samples: Restricted Stock Unit Agreement (Trinseo PLC), Restricted Stock Unit Agreement (Trinseo PLC), Restricted Stock Unit Agreement (Trinseo PLC)
Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by lawEligible 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 can amend, modify, suspend, cancel or terminate it at any time, to unless otherwise provided in the extent permitted under the PlanPlan and this Agreement;
(b) this the Award and any other awards under the Plan are is voluntary and occasional and do does not create any contractual or other right to receive future awards Awards, or benefits in lieu of any awardsAwards, even if similar awards Awards have been granted repeatedly in the past;
(c) all determinations decisions with respect to any future awardsAwards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteeCompany;
(d) the Eligible Individual’s participation in this the Plan will not create a right to further employment with the Company, its Affiliated or program is voluntarySubsidiary and shall not interfere with the ability of the Company to terminate the Eligible Individual’s employment relationship at any time with or without Cause;
(e) this the Eligible Individual is voluntarily participating in the Plan;
(f) the Award and is an extraordinary item that does not constitute regular compensation of any kind for services of any kind rendered to the underlying StockCompany, and any income derived therefromSubsidiary, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are Affiliate;
(g) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award payments and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will in no event should be considered terminated as of the date the Grantee is no longer actively providing compensation for, or relating in any way to, past services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory Subsidiary or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence)Affiliate;
(h) in the future value event that the Eligible Individual is not an employee of the underlying Stock is unknownCompany, indeterminable and cana Subsidiary or an Affiliate, the Award will not be predicted interpreted to form an employment contract or relationship with certainty;the Company; and
(i) 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 the termination Termination of the GranteeEligible Individual’s employment Employment by the Company, Subsidiary or other service relationship Affiliate (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee local labor laws; provided, however, such termination is employed or consistent with the terms of Award and the Grantee’s employment agreement, if any), Employment Agreement) and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee Eligible Individual irrevocably agrees never to institute any claim against releases the Company, the Employer Subsidiary or Affiliate from any Affiliated Companysuch claim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Agreement, the Grantee shall Eligible Individual will be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 3 contracts
Samples: Market Based Restricted Stock Unit Agreement (TripAdvisor, Inc.), Performance Restricted Stock Unit Agreement (TripAdvisor, Inc.), Performance Restricted Stock Unit Agreement (TripAdvisor, Inc.)
Nature of Award. In accepting the AwardAward of Restricted Stock Units, the Grantee Participant acknowledges, understands and agrees that to the maximum extent permitted by lawthat:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the PlanPrologis;
(b) this the Award and any other awards under the Plan are of Restricted Stock Units is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future awards Awards, or benefits in lieu of any awardsAwards, even if similar awards Awards have been granted repeatedly in the past;
(c) all determinations decisions with respect to any future awardsAwards of Restricted Stock Units, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteePrologis;
(d) participation Participant is voluntarily participating in this Plan or program is voluntarythe Plan;
(e) this Award the Restricted Stock Units and the underlying StockStock subject to the Restricted Stock Units, and any the income derived therefromand value of same, are not paid in lieu of, and are not intended to replace, replace any pension rights or compensation compensation;
(f) the Award of Restricted Stock Units and the Stock subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any termination, severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, holiday pay, leave pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar mandatory payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) unless otherwise agreed with Prologis in writing, the Restricted Stock Units and the Stock subject to the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of a Related Company;
(i) in addition to paragraphs (a) - (h), the following provisions will also apply if Participant is employed or providing services outside the United States:
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Restricted Stock Units and Dividend Equivalent Units resulting from the termination of the GranteeParticipant’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee Participant is employed or the terms of the GranteeParticipant’s employment agreement, if any), and in consideration of the grant Award of the Award to which the Grantee is otherwise Restricted Stock Units, Participant agrees not entitled, the Grantee irrevocably agrees never to institute any claim against the CompanyPrologis, the Employer or and any Affiliated Related Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(jii) the PSUs Restricted Stock Units and the Grantee’s participation in Stock subject to the Plan shall Restricted Stock Units, and the income and value of same, are not create a right to employment part of normal or be interpreted as forming an employment expected compensation or services contract with the Company, the Employer, salary for any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship purpose; and
(if any). The right of the Company iii) neither Prologis or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company Related Company) shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the Award Restricted Stock Units, Dividend Equivalent Payments and/or Dividend Equivalent Units or of any amounts due to the Grantee Participant pursuant to the settlement of the Award Restricted Stock Units, Dividend Equivalent Payments and/or Dividend Equivalent Units or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company settlement of the terms of this Agreement or the records of any third party administrator Restricted Stock Units and the Plan, the Plan will controlDividend Equivalent Units.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (Prologis, L.P.), Restricted Stock Unit Agreement (Prologis, L.P.), Restricted Stock Unit Agreement (Prologis, L.P.)
Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by lawEligible 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 can amend, modify, suspend, cancel or terminate it at any time, to unless otherwise provided in the extent permitted under the PlanPlan and this Agreement;
(b) this the Award and any other awards under the Plan are is voluntary and occasional and do does not create any contractual or other right to receive future awards Awards, or benefits in lieu of any awardsAwards, even if similar awards Awards have been granted repeatedly in the past;
(c) all determinations decisions with respect to any future awardsAwards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteeCompany;
(d) the Eligible Individual’s participation in this the Plan will not create a right to further employment with the Company, its Subsidiary or program is voluntaryAffiliate and shall not interfere with the ability of the Company to terminate the Eligible Individual’s employment relationship at any time with or without Cause;
(e) this the Eligible Individual is voluntarily participating in the Plan;
(f) the Award and is an extraordinary item that does not constitute regular compensation of any kind for services of any kind rendered to the underlying StockCompany, and any income derived therefromSubsidiary, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are Affiliate;
(g) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award payments and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will in no event should be considered terminated as of the date the Grantee is no longer actively providing compensation for, or relating in any way to, past services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory Subsidiary or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence)Affiliate;
(h) in the future value event that the Eligible Individual is not an employee of the underlying Stock is unknownCompany, indeterminable and cana Subsidiary or an Affiliate, the Award will not be predicted interpreted to form an employment contract or relationship with certainty;the Company; and
(i) 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 the termination Termination of the GranteeEligible Individual’s employment Employment by the Company, Subsidiary or other service relationship Affiliate (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee local labor laws; provided, however, such termination is employed or consistent with the terms of Award and the Grantee’s employment agreement, if any), Employment Agreement) and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee Eligible Individual irrevocably agrees never to institute any claim against releases the Company, the Employer Subsidiary or Affiliate from any Affiliated Companysuch claim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Agreement, the Grantee shall Eligible Individual will be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 3 contracts
Samples: Market Based Restricted Stock Unit Agreement (TripAdvisor, Inc.), Performance Restricted Stock Unit Agreement (TripAdvisor, Inc.), Performance Restricted Stock Unit Agreement (TripAdvisor, Inc.)
Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant of the Award, Participant acknowledges that he or she consents to participation in the Grantee acknowledgesPlan and has received a copy of the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily that, unless otherwise expressly provided for by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly set forth in the past;
(c) all determinations with respect Agreement, the Award will be cancelled without entitlement to any future awardsShares if Participant terminates employment by reason of, including, but not limited to: resignation, the times when awards are maderetirement, the amount of Stockdisciplinary dismissal adjudged to be with cause, and the performance and other conditions attached disciplinary dismissal adjudged or recognized to the awardsbe without cause (i.e., will be at the sole discretion subject to a “despido improcedente”), material modification of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part terms of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired employment under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope Article 41 of the GranteeWorkers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when Participant’s employment contract, if any;
(g) has terminated for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of . Participant understands that the grant of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim null and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlvoid.
Appears in 3 contracts
Samples: Global Restricted Stock Unit Agreement (BIO-TECHNE Corp), Global Restricted Stock Unit Agreement (BIO-TECHNE Corp), Global Restricted Stock Unit Agreement (BIO-TECHNE Corp)
Nature of Award. In accepting the AwardAward of Restricted Stock Units, the Grantee Participant acknowledges, understands and agrees that to the maximum extent permitted by lawthat:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the PlanPrologis;
(b) this the Award and any other awards under the Plan are of Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future awards Awards, or benefits in lieu of any awardsAwards, even if similar awards Awards have been granted repeatedly in the past;
(c) all determinations decisions with respect to any future awardsAwards of Restricted Stock Units, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteePrologis;
(d) participation Participant is voluntarily participating in this Plan or program is voluntarythe Plan;
(e) this Award the Restricted Stock Units and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and Stock subject to the Restricted Stock Units are not intended to replace, replace any pension rights or compensation compensation;
(f) the Award of Restricted Stock Units and the Stock subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any termination, severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) in addition to paragraphs (a) - (g), the following provisions will also apply if Participant is employed or providing services outside the United States:
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Restricted Stock Units and Dividend Equivalent Units resulting from the termination of the GranteeParticipant’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee Participant is employed or the terms of the GranteeParticipant’s employment agreement, if any), and in consideration of the grant Award of the Award Restricted Stock Units to which the Grantee Participant is otherwise not entitled, the Grantee Participant irrevocably agrees never to institute any claim against the CompanyPrologis, the Employer and any Related Company, waives his or her ability, if any, to bring any Affiliated Companysuch claim, and releases Prologis, the Employer and all Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, jurisdiction then, by participating in the Plan, the Grantee Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(jii) the PSUs Restricted Stock Units and the Grantee’s participation in Stock subject to the Plan shall Restricted Stock Units are not create a right to employment part of normal or be interpreted as forming an employment expected compensation or services contract with the Company, the Employer, salary for any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship purpose; and
(if any). The right of the Company iii) neither Prologis or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company Related Company) shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the Award Restricted Stock Units, Dividend Equivalent Payments and/or Dividend Equivalent Units or of any amounts due to the Grantee Participant pursuant to the settlement of the Award Restricted Stock Units, Dividend Equivalent Payments and/or Dividend Equivalent Units or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company settlement of the terms of this Agreement or the records of any third party administrator Restricted Stock Units and the Plan, the Plan will controlDividend Equivalent Units.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Prologis, L.P.), Restricted Stock Unit Agreement (Prologis, L.P.)
Nature of Award. In accepting the AwardRestricted Stock Units, the Grantee Participant acknowledges, understands and agrees that to the maximum extent permitted by lawthat:
(a) the Plan is established voluntarily by the CompanyYUM!, it is discretionary in nature and the Company can amendmay be modified, modifyamended, suspend, cancel suspended or terminate it terminated by YUM! at any time, to the extent permitted under by the Plan;
(b) this Award and any other awards under the Plan are of Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future awards grants of Restricted Stock Units, or benefits in lieu of any awardsRestricted Stock Units, even if similar awards Restricted Stock Units have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, Restricted Stock Units and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and shares acquired under the Plan are not part of normal or expected compensation or salary for any purposespurpose;
(d) Participant acknowledges and agrees that neither YUM!, includingthe Employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between his or her local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock acquired upon settlement;
(e) all decisions with respect to future grants of Restricted Stock Units or other Awards, but not limited toif any, calculating any termination, severance, resignation, redundancy, dismissal, end will be at the sole discretion of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar paymentsYUM!;
(f) Participant’s participation in the Plan is voluntary;
(g) this Award of Restricted Stock Units and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of intended to replace any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company pension rights or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence)compensation;
(h) the future value of the Stock underlying the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Award of Restricted Stock Units or diminution in value of the Award Stock acquired upon settlement resulting from the termination of the GranteeParticipant’s employment or other separation from service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee Participant is employed or the terms of the GranteeParticipant’s employment agreement, if any), and in consideration of the grant this Award of the Award Restricted Stock Units to which the Grantee Participant is otherwise not entitled, the Grantee Participant irrevocably agrees never to institute any claim against YUM!, any of its Subsidiaries and/or the CompanyEmployer, waives Participant’s ability, if any, to bring any such claim, and releases YUM!, its Subsidiaries and/or the Employer or from any Affiliated Companysuch claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability for purposes of the CompanyRestricted Stock Units, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the GranteeParticipant’s employment or service relationship will be considered terminated as of the date Participant is no longer actively providing services to YUM! or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any). The , and unless otherwise expressly provided in this Agreement or determined by YUM!, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., 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 Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Company or the Employer Award (including whether Participant may still be considered to terminate at will the Grantee’s employment or service at any time for any reason is specifically reservedbe providing services while on a leave of absence);
(k) if by accepting the Grantee is providing services outside Restricted Stock Units covered by this Agreement, Participant agrees to an amendment to the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation terms of all prior Global Restricted Stock Unit Agreements between the Grantee’s local currency Company and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee Participant pursuant to the settlement which there are currently unvested Restricted Stock Units outstanding, to add a new section to such Agreements which is identical to Section 14, Restrictive Covenants, of the Award or the subsequent sale of any Stock acquired upon settlementthis Agreement; and
(l) unless otherwise provided in the event of any conflict between communications to Plan or by YUM! in its discretion, the Grantee Restricted Stock Units and the benefits evidenced by the Company of the terms of this Agreement do not create any entitlement to have the Restricted Stock Units 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 records shares of any third party administrator and the Plan, the Plan will controlStock.
Appears in 2 contracts
Samples: Global Restricted Stock Unit Agreement (Yum Brands Inc), Global Restricted Stock Unit Agreement (Yum Brands Inc)
Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the PlanPlan and applicable law;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated CompanySubsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;.
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 2 contracts
Samples: Performance Share Unit Agreement (Sysco Corp), Performance Share Unit Agreement (Sysco Corp)
Nature of Award. In This provision supplements Section 8 ("Nature of Award") of the Restricted Stock Unit Agreement: By accepting the AwardRestricted Stock Units, the Grantee acknowledgesParticipant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be Eligible Individuals throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Corporation or any of its Subsidiaries or Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and any Shares issued upon vesting of the Restricted Stock Units are not a part of any employment or service contract (either with the Corporation or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that to that, unless otherwise expressly provided for by the maximum extent permitted by law:
(a) Corporation or set forth in the Plan is established voluntarily by or the CompanyAgreement, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect unvested Restricted Stock Units will be cancelled without entitlement to any future awardsShares underlying the Restricted Stock Units if the Participant's status as an Eligible Individual is terminated for any reason, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, : resignation, redundancyretirement, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later disciplinary dismissal adjudged to be found invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without good cause (i.e., subject to a "despido improcedente"), material modification of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion under Article 41 of the Award Workers' Statute, relocation under Article 40 of the PlanWorkers' Statute, if any, will terminate as Article 50 of such date and will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance payWorkers' Statute, or any period under Article 10.3 of “garden leave”Royal Decree 1382/1985. The Corporation, or similar period mandated under employment laws in its sole discretion, shall determine the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine date when the Grantee is no longer actively employed Participant's status as an Eligible Individual has terminated for purposes of the Award (including whether Restricted Stock Units. In addition, the Grantee may still Participant understands that this grant would not be considered made to be employed while on a leave of absence);
(h) the future value Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that, should any or all of the underlying Stock is unknown, indeterminable and canassumptions be mistaken or should any of the conditions not be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (met for any reason whatsoever whether reason, then any grant of, or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitledright to, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee Restricted Stock Units shall be deemed irrevocably to have agreed not to pursue such claim null and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlvoid.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Expedia Group, Inc.), Restricted Stock Unit Agreement (Expedia Group, Inc.)
Nature of Award. In accepting the Awardgrant of Restricted Stock Units, the Grantee acknowledgesacknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Affiliates over and above the specific terms of the Plan. Consequently, the Grantee understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and the Stock acquired upon lapse of the restrictions relating to the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Grantee understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily that, unless otherwise expressly provided for by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly set forth in the past;
(c) all determinations with respect Agreement, the Restricted Stock Units will be cancelled without entitlement to any future awardsStock if the Grantee ceases to be an eligible participant for any reason, including, but not limited to: resignation, the times when awards are madedisciplinary dismissal adjudged to be with cause, the amount of Stockdisciplinary dismissal adjudged or recognized to be without good cause (i.e., and the performance and other conditions attached subject to the awardsa “despido improcedente”), will be at the sole discretion material modification of the Company and/or terms of employment under Article 41 of the Committee;
(d) participation Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in this Plan or program is voluntary;
(e) this Award and its sole discretion, shall determine the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, date when the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered status as an eligible participant has terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Restricted Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitledUnits. In addition, the Grantee irrevocably agrees never understands that this grant would not be made to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably but for the assumptions and conditions referred to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United Statesabove; thus, the Grantee acknowledges and agrees freely accepts that neither should any or all of the Companyassumptions be mistaken or should any of the conditions not be met for any reason, the Employer nor then any Affiliated Company grant of Restricted Stock Units shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency null and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.void.
Appears in 1 contract
Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
; (b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
; (c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
; (d) participation in this Plan or program is voluntary;
; (e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
; (f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
; (g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
; (h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee Form approved August 2017 P13US-3 7 shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
; (j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
; (k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
and (l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 1 contract
Samples: Performance Share Unit Agreement
Nature of Award. This provision supplements Section 9 of the Award Agreement: In accepting the Award, the Grantee acknowledges, understands and agrees that Awardee consents to the maximum extent permitted by law:
(a) participate in the Plan is established voluntarily by and acknowledges that he or she has received a copy of the Company, it is discretionary in nature and Plan. Awardee understands that the Company can amendhas unilaterally, modify, suspend, cancel or terminate it at any time, gratuitously and discretionally decided to the extent permitted under the Plan;
(b) this Award and any other awards grant Stock Awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will individuals who may be at the sole discretion employees of the Company and/or or a Subsidiary or Affiliate. The decision is a limited decision that is entered into upon the Committee;
(d) participation express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates, other than as expressly set forth in this Plan or program the Award Agreement. Consequently, Awardee understands that the Stock Award is voluntary;
(e) this granted on the assumption and condition that the Stock Award and the underlying Stock, and any income derived therefrom, are Shares issued upon settlement of the Stock Award shall not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not become a part of normal any employment contract (either with the Company or expected compensation any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposespurposes (including severance compensation) or any other right whatsoever. Additionally, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end Awardee understands that the vesting of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Stock Award is expressly conditioned on Awardee’s continued and any shares active rendering of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered Service to the Company or its Affiliated Companies a Subsidiary or Affiliate such that if Awardee’s Service is terminated for any reason (including, as applicableincluding for the reasons listed below but with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement), the Grantee’s Employer) and which are outside the scope Award will cease vesting immediately effective as of the GranteeTermination Date. This will be the case, for example, even if (a) Awardee is considered to be unfairly dismissed without good cause; (b) Awardee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) Awardee’s Service is terminated due to a change of work location, duties or any other employment contract, if any;
or contractual condition; (gd) for the purposes Awardee’s Service is terminated due to unilateral breach of the Award, unless otherwise specified by contract of the Company or any Affiliated Companyof its Subsidiaries or Affiliates; or (e) Awardee’s Service is terminated for any other reason (with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement). Consequently, upon termination of Service for any of the Grantee’s employment above reasons, Awardee will be considered terminated automatically lose any rights to the Stock Award to the extent that it has not yet become vested as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreementTermination Date, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.as
Appears in 1 contract
Samples: Global Stock Award Agreement (Keysight Technologies, Inc.)
Nature of Award. In This provision supplements Section 8 (“Nature of Award”) of the Performance Stock Unit Agreement: By accepting the AwardPSUs, the Grantee acknowledgesParticipant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant PSUs under the Plan to individuals who may be Eligible Individuals throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Corporation or any of its Subsidiaries or Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the PSUs are granted on the assumption and condition that the PSUs and any Shares issued upon vesting of the PSUs are not a part of any employment or service contract (either with the Corporation or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that to that, unless otherwise expressly provided for by the maximum extent permitted by law:
(a) Corporation or set forth in the Plan is established voluntarily by or the CompanyAgreement, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect unvested PSUs will be cancelled without entitlement to any future awardsShares underlying the PSUs if the Participant’s status as an Eligible Individual is terminated for any reason, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, : resignation, redundancyretirement, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later disciplinary dismissal adjudged to be found invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion under Article 41 of the Award Workers’ Statute, relocation under Article 40 of the PlanWorkers’ Statute, if any, will terminate as Article 50 of such date and will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance payWorkers’ Statute, or any period under Article 10.3 of “garden leave”Royal Decree 1382/1985. The Corporation, or similar period mandated under employment laws in its sole discretion, shall determine the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine date when the Grantee is no longer actively employed Participant’s status as an Eligible Individual has terminated for purposes of the Award (including whether PSUs. In addition, the Grantee may still Participant understands that this grant would not be considered made to be employed while on a leave of absence);
(h) the future value Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that, should any or all of the underlying Stock is unknown, indeterminable and canassumptions be mistaken or should any of the conditions not be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (met for any reason whatsoever whether reason, then any grant of, or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitledright to, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee PSUs shall be deemed irrevocably to have agreed not to pursue such claim null and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlvoid.
Appears in 1 contract
Samples: Performance Stock Unit Agreement (Expedia Group, Inc.)
Nature of Award. This provision supplements Section 9 of the Award Agreement: In accepting the Award, the Grantee acknowledges, understands and agrees that Awardee consents to the maximum extent permitted by law:
(a) participate in the Plan is established voluntarily by and acknowledges that he or she has received a copy of the Company, it is discretionary in nature and Plan. Awardee understands that the Company can amendhas unilaterally, modify, suspend, cancel or terminate it at any time, gratuitously and discretionally decided to the extent permitted under the Plan;
(b) this Award and any other awards grant Stock Awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will individuals who may be at the sole discretion employees of the Company and/or or a Subsidiary or Affiliate. The decision is a limited decision that is entered into upon the Committee;
(d) participation express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates, other than as expressly set forth in this Plan or program the Award Agreement. Consequently, Awardee understands that the Stock Award is voluntary;
(e) this granted on the assumption and condition that the Stock Award and the underlying Stock, and any income derived therefrom, are Shares issued upon settlement of the Stock Award shall not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not become a part of normal any employment contract (either with the Company or expected compensation any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposespurposes (including severance compensation) or any other right whatsoever. Additionally, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end Awardee understands that the vesting of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Stock Award is expressly conditioned on Awardee’s continued and any shares active rendering of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered Service to the Company or its Affiliated Companies a Subsidiary or Affiliate such that if Awardee’s Service is terminated for any reason (including, as applicableincluding for the reasons listed below but with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement), the Grantee’s Employer) and which are outside the scope Award will cease vesting immediately effective as of the GranteeTermination Date. This will be the case, for example, even if (a) Awardee is considered to be unfairly dismissed without good cause; (b) Awardee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) Awardee’s Service is terminated due to a change of work location, duties or any other employment contract, if any;
or contractual condition; (gd) for the purposes Awardee’s Service is terminated due to unilateral breach of the Award, unless otherwise specified by contract of the Company or any Affiliated Companyof its Subsidiaries or Affiliates; or (e) Awardee’s Service is terminated for any other reason (with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement). Consequently, upon termination of Service for any of the Grantee’s employment above reasons, Awardee will be considered terminated automatically lose any rights to the Stock Award to the extent that it has not yet become vested as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws Termination Date, as described in the jurisdiction where Award Agreement. Awardee acknowledges that he or she has read and specifically accepts the Grantee is employed or the terms of the Grantee’s employment agreement, if any), conditions referred to above and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion Section 4 of the Award under the PlanAgreement. Finally, if any, will terminate as of such date and will Awardee understands that this Stock Award would not be extended by made to Awardee but for the assumptions and conditions referred to herein; thus, Awardee acknowledges and freely accepts that should any notice period (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms all of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes assumptions be mistaken or should any of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and canconditions not be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (met for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreementreason, if any), and in consideration of then the grant of the this Stock Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim null and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlvoid.
Appears in 1 contract
Samples: Global Stock Award Agreement (Keysight Technologies, Inc.)
Nature of Award. In accepting the AwardAward of Restricted Stock Units, the Grantee Participant acknowledges, understands and agrees that to the maximum extent permitted by lawthat:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the PlanPrologis;
(b) this the Award and any other awards under the Plan are of Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future awards Awards, or benefits in lieu of any awardsAwards, even if similar awards Awards have been granted repeatedly in the past;
(c) all determinations decisions with respect to any future awardsAwards of Restricted Stock Units, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteePrologis;
(d) participation Participant is voluntarily participating in this Plan or program is voluntarythe Plan;
(e) this Award the Restricted Stock Units and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and Stock subject to the Restricted Stock Units are not intended to replace, replace any pension rights or compensation compensation;
(f) the Award of Restricted Stock Units and the Stock subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any termination, severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) unless otherwise agreed with Prologis, the Restricted Stock Units and the Stock subject to the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of a Related Company;
(i) in addition to paragraphs (a) - (h), the following provisions will also apply if Participant is employed or providing services outside the United States:
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Restricted Stock Units and Dividend Equivalent Units resulting from the termination of the Grantee’s Participant's employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee Participant is employed or the terms of the GranteeParticipant’s employment agreement, if any), and in consideration of the grant Award of the Award Restricted Stock Units to which the Grantee Participant is otherwise not entitled, the Grantee Participant irrevocably agrees never to institute any claim against the CompanyPrologis, the Employer and any Related Company, waives his or her ability, if any, to bring any Affiliated Companysuch claim, and releases Prologis, the Employer and all Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, jurisdiction then, by participating in the Plan, the Grantee Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(jii) the PSUs Restricted Stock Units and the Grantee’s participation in Stock subject to the Plan shall Restricted Stock Units are not create a right to employment part of normal or be interpreted as forming an employment expected compensation or services contract with the Company, the Employer, salary for any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship purpose; and
(if any). The right of the Company iii) neither Prologis or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company Related Company) shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the Award Restricted Stock Units, Dividend Equivalent Payments and/or Dividend Equivalent Units or of any amounts due to the Grantee Participant pursuant to the settlement of the Award Restricted Stock Units, Dividend Equivalent Payments and/or Dividend Equivalent Units or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company settlement of the terms of this Agreement or the records of any third party administrator Restricted Stock Units and the Plan, the Plan will controlDividend Equivalent Units.
Appears in 1 contract
Nature of Award. In accepting the AwardOption, the Grantee acknowledges, understands acknowledges and agrees that to the maximum extent permitted by lawthat:
(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 can amend, modify, suspend, cancel or terminate it at any time, to unless otherwise provided in the extent permitted under the PlanPlan and this Option Agreement;
(b) this Award and any other awards under the Plan are Option is voluntary and occasional and do does not create any contractual or other right to receive future awards of Options, or benefits in lieu of any awardsOptions, even if similar awards Options have been granted awarded repeatedly in the past;
(c) all determinations decisions with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteeCompany;
(d) the Grantee’s participation in this the Plan shall not create a right to any employment with the Company or program is voluntarya Related Entity and shall not interfere with the ability of the Company or the employer to terminate the Grantee’s employment relationship, if any, at any time;
(e) this Award in the event that the Grantee is not an employee of the Company or any Related Entity, the Option and the underlying Stock, and Grantee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar paymentsRelated Entity;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope future value of the Grantee’s employment contract, if anyunderlying Shares is unknown and cannot be predicted with certainty;
(g) for the purposes in consideration of the AwardOption, unless otherwise specified no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares acquired upon exercise of the Option, resulting from the Grantee’s termination by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or Related Entity (for any Affiliated Companies (regardless of the reason for such termination whatsoever and whether or not later to be found invalid or in breach of employment laws local labor laws) and in consideration of the grant of the Option, the Grantee irrevocably releases the Company and any Related Entity from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Notice, the Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement;
(h) in the jurisdiction where the Grantee is employed or the terms event of the Grantee’s employment agreement, if anySeparation from Service (whether or not in breach of local labor laws), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award receive Awards under the PlanPlan and to vest in such Awards, if any, will terminate effective as of such the date that the Grantee is no longer providing services and will not be extended by any notice period mandated under local law (e.g., the Grantee’s period of service providing services would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any a period of “garden leave”, ” or similar period mandated under employment laws pursuant to local law); furthermore, in the jurisdiction where the Grantee is employed or the terms event of the Grantee’s employment agreementSeparation from Service (whether or not in breach of local labor laws), if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed providing services for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certaintythis Option;
(i) no claim the Company is not providing any tax, legal or entitlement to compensation or damages shall arise from forfeiture of financial advice, nor is the Award resulting from the termination of the Grantee’s employment or other service relationship (for Company making any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and recommendations regarding the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment acquisition or service relationship (if any). The right sale of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlementunderlying Shares; and
(lj) the Grantee is xxxxxx advised to consult with the Grantee’s own personal tax, legal and financial advisers regarding the Grantee’s participation in the event of Plan before taking any conflict between communications action related to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 1 contract
Samples: Stock Option Agreement (Raymond James Financial Inc)
Nature of Award. In By entering into this Agreement and accepting the Awardgrant of Restricted Stock Units evidenced hereby, the Grantee acknowledges, understands understands, and agrees that to the maximum extent permitted by lawthat:
(a) the Grantee’s participation in the Plan is voluntary;
(b) this Award is made solely by the Company, and the Company is solely responsible for the administration of the Plan and the Grantee’s participation in the Plan;
(c) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and may be terminated by the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under except as otherwise set forth in the Plan;
(bd) this Award and any other awards under the Plan are grant of Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future awards of Restricted Stock Units or benefits in lieu of any awardsRestricted Stock Units, even if similar such awards have been granted repeatedly awarded in the past;
(ce) all determinations decisions with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteeCompany;
(d) participation in this Plan or program is voluntary;
(ef) this Award and the underlying shares of Common Stock, and any the income derived therefromfrom and value of same, are not paid in lieu of, and are not intended to replace, replace any pension rights or compensation compensation;
(g) this Award and the underlying shares of Common Stock, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any terminationvacation, severance, resignation, termination, redundancy, dismissal, end of or end-of-service payments, ; bonuses, ; long-service awards; pension, life or accident insurance benefitsretirement, pension or retirement or welfare benefits benefits; or similar payments;
(fh) the Award and any shares of Stock acquired under unless otherwise provided in the Plan are extraordinaryor by the Company in its discretion, discretionary items that the Restricted Stock Units and the benefits evidenced by this Agreement do not constitute compensation of create any kind (and do not give a right of claim of entitlement to have the Restricted Stock Units or any kind) for services of such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out, or substituted, in connection with any kind rendered to corporate transaction affecting the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if anyCommon Stock;
(gi) for the purposes value of the Award, unless otherwise specified by underlying shares of Common Stock is not fixed and may increase or decrease in value over the Company or any Affiliated Company, vesting period without compensation to the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(hj) the future value of the underlying shares of Common Stock that may be delivered in settlement of the Restricted Stock Units (to the extent earned) is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(ik) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with neither the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company other subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of Restricted Stock Units, any amounts due to the Grantee payment made pursuant to the settlement of the Award Restricted Stock Units, or the subsequent sale of any shares of Common Stock acquired upon settlementunder the Plan;
(l) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the underlying shares of Common Stock; and
(lm) the Grantee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the event of Plan before taking any conflict between communications action related to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 1 contract
Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
; Form approved August 2016 (b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;; and
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
and Form approved August 2016 (lk) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 1 contract
Nature of Award. In This provision supplements Section 7 ("Nature of Award") of the Stock Option Agreement: By accepting the AwardStock Option, the Grantee acknowledgesParticipant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant the Stock Option under the Plan to individuals who may be Eligible Individuals throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Corporation or any of its Subsidiaries or Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Stock Option is granted on the assumption and condition that the Stock Option and any Shares issued upon exercise of the Stock Option are not a part of any employment or service contract (either with the Corporation or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that to that, unless otherwise expressly provided for by the maximum extent permitted by law:
(a) Corporation or set forth in the Plan is established voluntarily by or the CompanyAgreement, it is discretionary in nature and any unvested portion of the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect Stock Option will be cancelled without entitlement to any future awardsShares underlying the Stock Option if the Participant's status as an Eligible Individual is terminated for any reason, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, : resignation, redundancyretirement, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later disciplinary dismissal adjudged to be found invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without good cause (i.e., subject to a "despido improcedente"), material modification of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion under Article 41 of the Award Workers' Statute, relocation under Article 40 of the PlanWorkers' Statute, if any, will terminate as Article 50 of such date and will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance payWorkers' Statute, or any period under Article 10.3 of “garden leave”Royal Decree 1382/1985. The Corporation, or similar period mandated under employment laws in its sole discretion, shall determine the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine date when the Grantee is no longer actively employed Participant's status as an Eligible Individual has terminated for purposes of the Award (including whether Stock Option. In addition, the Grantee may still Participant understands that this grant would not be considered made to be employed while on a leave of absence);
(h) the future value Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that, should any or all of the underlying Stock is unknown, indeterminable and canassumptions be mistaken or should any of the conditions not be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (met for any reason whatsoever whether reason, then any grant of, or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitledright to, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee Stock Option shall be deemed irrevocably to have agreed not to pursue such claim null and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlvoid.
Appears in 1 contract
Nature of Award. This provision supplements Section 9 of the Award Agreement: In accepting the Award, the Grantee acknowledges, understands and agrees that Awardee consents to the maximum extent permitted by law:
(a) participate in the Plan is established voluntarily by and acknowledges that he or she has received a copy of the Company, it is discretionary in nature and Plan. Awardee understands that the Company can amendhas unilaterally, modify, suspend, cancel or terminate it at any time, gratuitously and discretionally decided to the extent permitted under the Plan;
(b) this Award and any other awards grant Stock Awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will individuals who may be at the sole discretion employees of the Company and/or or a Subsidiary or Affiliate. The decision is a limited decision that is entered into upon the Committee;
(d) participation express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates, other than as expressly set 1 A shadow director is an individual who is not on the board of directors of a company but who has sufficient control so that the board of directors acts in this Plan accordance with the "directions or program instructions" of the individual. forth in the Award Agreement. Consequently, Awardee understands that the Stock Award is voluntary;
(e) this granted on the assumption and condition that the Stock Award and the underlying Stock, and any income derived therefrom, are Shares issued upon settlement of the Stock Award shall not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not become a part of normal any employment contract (either with the Company or expected compensation any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposespurposes (including severance compensation) or any other right whatsoever. Additionally, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end Awardee understands that the vesting of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Stock Award is expressly conditioned on Awardee's continued and any shares active rendering of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered Service to the Company or its Affiliated Companies a Subsidiary or Affiliate such that if Awardee's Service is terminated for any reason (including, as applicableincluding for the reasons listed below but with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement), the Grantee’s Employer) and which are outside the scope Award will cease vesting immediately effective as of the Grantee’s Termination Date. This will be the case, for example, even if (a) Awardee is considered to be unfairly dismissed without good cause (i.e., subject to a "despido improcedente"); (b) Awardee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) Awardee's Service is terminated due to a change of work location, duties or any other employment contract, if any;
or contractual condition; (gd) for the purposes Awardee's Service is terminated due to unilateral breach of the Award, unless otherwise specified by contract of the Company or any Affiliated Companyof its Subsidiaries or Affiliates; or (e) Awardee's Service is terminated for any other reason (with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement). Consequently, upon termination of Service for any of the Grantee’s employment above reasons, Awardee will be considered terminated automatically lose any rights to the Stock Award to the extent that it has not yet become vested as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws Termination Date, as described in the jurisdiction where Award Agreement. Awardee acknowledges that he or she has read and specifically accepts the Grantee is employed or the terms of the Grantee’s employment agreement, if any), conditions referred to above and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion Section 4 of the Award under the PlanAgreement. Finally, if any, will terminate as of such date and will Awardee understands that this Stock Award would not be extended by made to Awardee but for the assumptions and conditions referred to herein; thus, Awardee acknowledges and freely accepts that should any notice period (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms all of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes assumptions be mistaken or should any of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and canconditions not be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (met for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreementreason, if any), and in consideration of then the grant of the this Stock Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim null and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlvoid.
Appears in 1 contract
Samples: Global Stock Award Agreement (Keysight Technologies, Inc.)
Nature of Award. This provision supplements Section 9 of the Award Agreement: In accepting the Award, the Grantee acknowledges, understands and agrees that Awardee consents to the maximum extent permitted by law:
(a) participate in the Plan is established voluntarily by and acknowledges that he or she has received a copy of the Company, it is discretionary in nature and Plan. Awardee understands that the Company can amendhas unilaterally, modify, suspend, cancel or terminate it at any time, gratuitously and discretionally decided to the extent permitted under the Plan;
(b) this Award and any other awards grant Stock Awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will individuals who may be at the sole discretion employees of the Company and/or or a Subsidiary or Affiliate. The decision is a limited decision that is entered into upon the Committee;
(d) participation express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates, other than as expressly set forth in this Plan or program the Award Agreement. Consequently, Awardee understands that the Stock Award is voluntary;
(e) this granted on the assumption and condition that the Stock Award and the underlying Stock, and any income derived therefrom, are Shares issued upon settlement of the Stock Award shall not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not become a part of normal any employment contract (either with the Company or expected compensation any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposespurposes (including severance compensation) or any other right whatsoever. Additionally, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end Awardee understands that the vesting of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Stock Award is expressly conditioned on Awardee's continued and any shares active rendering of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered Service to the Company or its Affiliated Companies a Subsidiary or Affiliate such that if Awardee's Service is terminated for any reason (including, as applicableincluding for the reasons listed below but with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement), the Grantee’s Employer) and which are outside the scope Award will cease vesting immediately effective as of the Grantee’s Termination Date. This will be the case, for example, even if (a) Awardee is considered to be unfairly dismissed without good cause (i.e., subject to a "despido improcedente"); (b) Awardee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) Awardee's Service is terminated due to a change of work location, duties or any other employment contract, if any;
or contractual condition; (gd) for the purposes Awardee's Service is terminated due to unilateral breach of the Award, unless otherwise specified by contract of the Company or any Affiliated Companyof its Subsidiaries or Affiliates; or (e) Awardee's Service is terminated for any other reason (with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement). Consequently, upon termination of Service for any of the Grantee’s employment above reasons, Awardee will be considered terminated automatically lose any rights to the Stock Award to the extent that it has not yet become vested as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws Termination Date, as described in the jurisdiction where Award Agreement. Awardee acknowledges that he or she has read and specifically accepts the Grantee is employed or the terms of the Grantee’s employment agreement, if any), conditions referred to above and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion Section 4 of the Award under the PlanAgreement. Finally, if any, will terminate as of such date and will Awardee understands that this Stock Award would not be extended by made to Awardee but for the assumptions and conditions referred to herein; thus, Awardee acknowledges and freely accepts that should any notice period (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms all of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes assumptions be mistaken or should any of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and canconditions not be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (met for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreementreason, if any), and in consideration of then the grant of the this Stock Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim null and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any)void. The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlThere are currently no country-specific provisions.
Appears in 1 contract
Samples: Global Stock Award Agreement (Keysight Technologies, Inc.)
Nature of Award. In This provision supplements Section 8 ("Nature of Award") of the Performance Stock Unit Agreement: By accepting the AwardPSUs, the Grantee acknowledgesParticipant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant PSUs under the Plan to individuals who may be Eligible Individuals throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Corporation or any of its Subsidiaries or Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the PSUs are granted on the assumption and condition that the PSUs and any Shares issued upon vesting of the PSUs are not a part of any employment or service contract (either with the Corporation or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that to that, unless otherwise expressly provided for by the maximum extent permitted by law:
(a) Corporation or set forth in the Plan is established voluntarily by or the CompanyAgreement, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect unvested PSUs will be cancelled without entitlement to any future awardsShares underlying the PSUs if the Participant's status as an Eligible Individual is terminated for any reason, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, : resignation, redundancyretirement, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later disciplinary dismissal adjudged to be found invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without good cause (i.e., A-19 subject to a "despido improcedente"), material modification of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion under Article 41 of the Award Workers' Statute, relocation under Article 40 of the PlanWorkers' Statute, if any, will terminate as Article 50 of such date and will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance payWorkers' Statute, or any period under Article 10.3 of “garden leave”Royal Decree 1382/1985. The Corporation, or similar period mandated under employment laws in its sole discretion, shall determine the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine date when the Grantee is no longer actively employed Participant's status as an Eligible Individual has terminated for purposes of the Award (including whether PSUs. In addition, the Grantee may still Participant understands that this grant would not be considered made to be employed while on a leave of absence);
(h) the future value Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that, should any or all of the underlying Stock is unknown, indeterminable and canassumptions be mistaken or should any of the conditions not be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (met for any reason whatsoever whether reason, then any grant of, or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitledright to, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee PSUs shall be deemed irrevocably to have agreed not to pursue such claim null and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlvoid.
Appears in 1 contract
Samples: Performance Stock Unit Agreement (Expedia Group, Inc.)
Nature of Award. In accepting the Award, the Grantee acknowledges, understands acknowledges and agrees that to the maximum extent permitted by lawthat:
(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 can amend, modify, suspend, cancel or terminate it at any time, to unless otherwise provided in the extent permitted under the PlanPlan and this Agreement;
(b) this the Award and any other awards under the Plan are is voluntary and occasional and do does not create any contractual or other right to receive future awards of Units, or benefits in lieu of any awardsUnits, even if similar awards Units have been granted awarded repeatedly in the past;
(c) all determinations decisions with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteeCompany;
(d) the Grantee’s participation in this the Plan shall not create a right to any employment with the Grantee’s employer and shall not interfere with the ability of the Company or program is voluntarythe employer to terminate the Grantee’s employment relationship, if any, at any time;
(e) this in the event that the Grantee is not an employee of the Company or any Related Entity, the Award and the underlying Stock, and Grantee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar paymentsRelated Entity;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope future value of the Grantee’s employment contract, if anyunderlying Shares is unknown and cannot be predicted with certainty;
(g) for the purposes in consideration of the Award, unless otherwise specified no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or Shares acquired upon vesting of the Award, resulting from the Grantee’s termination by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or Related Entity (for any Affiliated Companies (regardless of the reason for such termination whatsoever and whether or not later to be found invalid or in breach of employment laws local labor laws) and in consideration of the grant of the Award, the Grantee irrevocably releases the Company and any Related Entity from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Notice, the Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement;
(h) in the jurisdiction where the Grantee is employed or the terms event of the Grantee’s employment agreement, if anySeparation from Service (whether or not in breach of local labor laws), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award receive Awards under the PlanPlan and to vest in such Awards, if any, will terminate effective as of such the date that the Grantee is no longer providing services and will not be extended by any notice period mandated under local law (e.g., the Grantee’s period of service providing services would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any a period of “garden leave”, ” or similar period mandated under employment laws pursuant to local law); furthermore, in the jurisdiction where the Grantee is employed or the terms event of the Grantee’s employment agreementSeparation from Service (whether or not in breach of local labor laws), if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed providing services for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence)this Award;
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Raymond James Financial Inc)
Nature of Award. In By entering into this Agreement and accepting the Awardgrant of Restricted Stock Units evidenced hereby, the Grantee acknowledges, understands understands, and agrees that to the maximum extent permitted by lawthat:
(a) the Grantee’s participation in the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Planvoluntary;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the pastGrantee is making an investment decision;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount shares of Stock, and the performance and other conditions attached Company Stock will be issued to the awards, will be at Grantee only if the sole discretion vesting conditions are met and any necessary services are rendered by the Grantee over the vesting period; Form of WEX Inc. Restricted Stock Unit Agreement under the Company and/or the Committee;WEX Inc. 2019 Equity and Incentive Plan
(d) participation the value of the underlying shares of Company Stock is not fixed and may increase or decrease in this Plan or program is voluntaryvalue over the vesting period without compensation to the Grantee;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying shares of Company Stock that may be delivered in settlement of the Restricted Stock Units (to the extent earned) is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(if) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with neither the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company other subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of Restricted Stock Units, any amounts due to the Grantee payment made pursuant to the settlement of the Award Restricted Stock Units, or the subsequent sale of any shares of Company Stock acquired upon settlementunder the Plan;
(g) this Award is made solely by the Company, and the Company is solely responsible for the administration of the Plan and the Grantee’s participation in the Plan;
(h) the Plan is established voluntarily by the Company, is discretionary in nature, and may be terminated by the Company at any time, except as otherwise set forth in the Plan;
(i) the grant of 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 Restricted Stock Units, even if such awards have been awarded in the past;
(j) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(k) this Award and the underlying shares of Company Stock, and the income from and value of same, are not intended to replace any pension rights or compensation;
(l) this Award and the underlying shares of Company Stock, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any vacation, vacation premium, 13th salary, FGTS contributions, notice of termination, severance, resignation, termination, redundancy, dismissal, or end-of-service payments; bonuses; long-service awards; pension, retirement, or welfare benefits; or similar payments;
(m) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out, or substituted, in connection with any corporate transaction affecting the Company Stock; Form of WEX Inc. Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan
(n) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the underlying shares of Company Stock; and
(lo) the Grantee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the event of Plan before taking any conflict between communications action related to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 1 contract
Nature of Award. In This provision supplements Section 8 (“Nature of Award”) of the Restricted Stock Unit Agreement: By accepting the AwardRestricted Stock Units, the Grantee acknowledgesParticipant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be Eligible Individuals throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Corporation or any of its Subsidiaries or Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and any Shares issued upon vesting of the Restricted Stock Units are not a part of any employment or service contract (either with the Corporation or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that to that, unless otherwise expressly provided for by the maximum extent permitted by law:
(a) Corporation or set forth in the Plan is established voluntarily by or the CompanyAgreement, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect unvested Restricted Stock Units will be cancelled without entitlement to any future awardsShares underlying the Restricted Stock Units if the Participant’s status as an Eligible Individual is terminated for any reason, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, : resignation, redundancyretirement, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later disciplinary dismissal adjudged to be found invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion under Article 41 of the Award Workers’ Statute, relocation under Article 40 of the PlanWorkers’ Statute, if any, will terminate as Article 50 of such date and will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance payWorkers’ Statute, or any period under Article 10.3 of “garden leave”Royal Decree 1382/1985. The Corporation, or similar period mandated under employment laws in its sole discretion, shall determine the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine date when the Grantee is no longer actively employed Participant’s status as an Eligible Individual has terminated for purposes of the Award (including whether Restricted Stock Units. In addition, the Grantee may still Participant understands that this grant would not be considered made to be employed while on a leave of absence);
(h) the future value Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that, should any or all of the underlying Stock is unknown, indeterminable and canassumptions be mistaken or should any of the conditions not be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (met for any reason whatsoever whether reason, then any grant of, or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitledright to, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee Restricted Stock Units shall be deemed irrevocably to have agreed not to pursue such claim null and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlvoid.
Appears in 1 contract
Nature of Award. In accepting the Award, the Grantee acknowledges, understands acknowledges and agrees that to the maximum extent permitted by lawthat:
(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 can amend, modify, suspend, cancel or terminate it at any time, to unless otherwise provided in the extent permitted under the PlanPlan and this Agreement;
(b) this the Award and any other awards under the Plan are is voluntary and occasional and do does not create any contractual or other right to receive future awards of Units, or benefits in lieu of any awardsUnits, even if similar awards Units have been granted awarded repeatedly in the past;
(c) all determinations decisions with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteeCompany;
(d) the Grantee’s participation in this the Plan shall not create a right to any employment with the Grantee’s employer and shall not interfere with the ability of the Company or program is voluntarythe employer to terminate the Grantee’s employment relationship, if any, at any time;
(e) this in the event that the Grantee is not an employee of the Company or any Related Entity, the Award and the underlying Stock, and Grantee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar paymentsRelated Entity;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope future value of the Grantee’s employment contract, if anyunderlying Shares is unknown and cannot be predicted with certainty;
(g) for the purposes in consideration of the Award, unless otherwise specified no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or Shares acquired upon vesting of the Award, resulting from the Grantee’s termination by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or Related Entity (for any Affiliated Companies (regardless of the reason for such termination whatsoever and whether or not later to be found invalid or in breach of employment laws local labor laws) and in consideration of the grant of the Award, the Grantee irrevocably releases the Company and any Related Entity from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Notice, the Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement;
(h) in the jurisdiction where the Grantee is employed or the terms event of the Grantee’s employment agreement, if anySeparation from Service (whether or not in breach of local labor laws), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award receive Awards under the PlanPlan and to vest in such Awards, if any, will terminate effective as of such the date that the Grantee is no longer providing services and will not be extended by any notice period mandated under local law (e.g., the Grantee’s period of service providing services would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any a period of “garden leave”, ” or similar period mandated under employment laws pursuant to local law); furthermore, in the jurisdiction where the Grantee is employed or the terms event of the Grantee’s employment agreementSeparation from Service (whether or not in breach of local labor laws), if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed providing services for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certaintythis Award;
(i) no claim the Company is not providing any tax, legal or entitlement to compensation or damages shall arise from forfeiture of financial advice, nor is the Award resulting from the termination of the Grantee’s employment or other service relationship (for Company making any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and recommendations regarding the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment acquisition or service relationship (if any). The right sale of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlementunderlying Shares; and
(lj) the Grantee is hxxxxx advised to consult with the Grantee’s own personal tax, legal and financial advisers regarding the Grantee’s participation in the event of Plan before taking any conflict between communications action related to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Raymond James Financial Inc)
Nature of Award. In accepting the Awardgrant of Award Units, the Grantee acknowledgesacknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant Award Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, the Grantee understands that the Award Units are granted on the assumption and condition that the Award Units and the Shares acquired upon lapse of the restrictions relating to the Award Units shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Grantee understands that this grant would not be made to the Grantee but for the assumptions and conditions referred to above; thus, the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Award Units shall be null and void. The Grantee understands and agrees that, as a condition of the grant of the Award Units, the termination of the Grantee’s continuous status as an employee for any reason (including the reasons listed below) will automatically result in the loss of the Award Units to the extent the Award Units have not vested as of date the Grantee is no longer actively employed. In particular, the Grantee understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this unvested Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated Units as of the date the Grantee is no longer actively providing services employed will be forfeited without entitlement to the Company underlying Shares or to any Affiliated Companies (regardless amount of the reason for such termination and whether or not later to be found invalid or in breach of employment laws indemnification in the jurisdiction where the Grantee is employed or the terms event of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any continuous status as an employee by reason whatsoever whether or of, but not later found limited to, resignation, retirement, disciplinary dismissal adjudged to be invalid with cause, disciplinary dismissal adjudged or in breach of employment laws in the jurisdiction where the Grantee is employed recognized to be without cause, individual or the terms of the Grantee’s employment agreementcollective dismissal on objective grounds, if any)whether adjudged or recognized to be with or without cause, and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the employing Subsidiary and under Article 10.3 of the Royal Decree 1382/1985. The Grantee acknowledges that he or she has read and specifically accepts the conditions referred to in this Agreement or the records of any third party administrator and the Plan, the Plan will controlAppendix.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Ecolab Inc.)
Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee Form approved August 2017 P13US-3 shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.
Appears in 1 contract
Nature of Award. In accepting the AwardRestricted Stock Unit award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by lawParticipant acknowledges that:
(a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company can amend, modify, suspend, cancel or terminate it Corporation at any time, to unless otherwise provided in the extent permitted under the Plan;Plan and this Agreement; Four Year Equal Vest 4
(b) this Award and any other awards under the Plan are award of the Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right for the Participant or any other person to receive future awards of restricted stock units, or benefits in lieu of any awardsrestricted stock units or other Awards, even if similar awards restricted stock units have been granted repeatedly awarded in the past;
(c) all determinations decisions with respect to any future awardsawards of restricted stock units, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteeCorporation;
(d) the Participant’s participation in this the Plan will not (i) create any right to continue in the employ of the Corporation, Subsidiary, Affiliate or program is voluntary;division, or the Employer; (ii) create any inference as to the length of employment of the Participant; or (iii) affect the right of the Corporation, Subsidiary, Affiliate or division, or the Employer to terminate the employment of the Participant at any time, with or without Cause.
(e) this Award and the underlying StockParticipant is voluntarily participating in the Plan;
(f) the Restricted Stock Unit award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation, Subsidiary, Affiliate, or division or the Employer, and any income derived therefromsuch award is outside the scope of the Participant’s employment contract, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are if any;
(g) the Restricted Stock Unit award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award payments and in no event should be considered as compensation for, or relating in any shares of Stock acquired under the Plan are extraordinaryway to, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for past services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the AwardCorporation, unless otherwise specified by the Company Subsidiary, Affiliate or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed division or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence)Employer;
(h) in the future value event that the Participant is not an employee of the underlying Corporation, Subsidiary, Affiliate or division, the Restricted Stock is unknown, indeterminable and canUnit award will not be predicted interpreted to form an employment contract or relationship with certaintythe Corporation, Subsidiary, Affiliate or division; and furthermore, the Restricted Stock Unit award will not be interpreted to form an employment contract with the Employer or the Corporation, Subsidiary, Affiliate or division;
(i) in consideration of the award of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the GranteeRestricted Stock Unit award or diminution in value of the Restricted Stock Unit award resulting from Termination of the Participant’s employment Employment by the Corporation, Subsidiary, Affiliate or other service relationship division, or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Participant irrevocably releases the Grantee is employed Corporation, Subsidiary, Affiliate or the terms of the Grantee’s employment agreement, if any), division and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or from any Affiliated Companysuch claim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Planaccepting this Agreement, the Grantee shall Participant will be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;; and, Four Year Equal Vest 5
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the future value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator Shares is unknown and the Plan, the Plan will controlcannot be predicted with certainty.
Appears in 1 contract
Nature of Award. In accepting the grant of this Stock Award, the Grantee Director acknowledges, understands and agrees that to the maximum extent permitted by lawthat:
(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 can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under by the Plan;
(b) this the grant of the Stock Award and any other awards under the Plan are is voluntary and occasional and do does not create any contractual or other right to receive future awards grants of Stock Awards, or benefits in lieu of any awardsStock Awards, even if similar awards Stock Awards have been granted repeatedly in the past;
(c) all determinations decisions with respect to any future awardsStock Award or other grants, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awardsif any, will be at the sole discretion of the Company and/or the CommitteeCompany;
(d) participation in this Plan or program is voluntary;
(e) this the Stock Award grant and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the GranteeDirector’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, ;
(e) nothing contained in the Employer, Plan or this Award Agreement shall confer on the Director any Subsidiary or any Affiliated Company and shall not interfere with the ability right to continue to serve as a director of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(kf) if the Grantee Director is providing services outside voluntarily participating in the United StatesPlan;
(g) the future value of the Shares is unknown, indeterminable and cannot be predicted with certainty, the Grantee acknowledges Company makes no representation regarding such future value and agrees that neither the CompanyCompany is not responsible for any decrease in value or, the Employer nor any Affiliated Company shall be liable for if applicable, any foreign exchange rate fluctuation fluctuations between the GranteeDirector’s local currency and the United States Dollar that may affect the value such value;
(h) Applicable Laws (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) of the Award country in which the Director is residing or performing services at the time of any amounts due to the Grantee pursuant to the grant, vesting or settlement of the Stock Award or the subsequent sale of any Stock acquired upon settlementShares may subject the Director to additional procedural or regulatory requirements that the Director solely is responsible for and must independently fulfill in relation to ownership or sale of such Shares; and
(li) the ownership of Shares or assets and/or the holding of a bank or brokerage account may subject the Director to reporting requirements imposed by tax, banking, and/or other authorities in the event Director’s country, that the Director solely is responsible for complying with such requirements, and that any cross-border cash remittance made to transfer of any conflict between communications proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Director to provide to such entity certain information regarding the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controltransaction.
Appears in 1 contract
Samples: Stock Award Agreement (Keysight Technologies, Inc.)
Nature of Award. In accepting the Awardgrant of Units, the Grantee acknowledgesHolder acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Holder understands that the Company has unilaterally, gratuitously and discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or Affiliate on an ongoing basis. Consequently, the Holder understands that the Units are granted on the assumption and condition that the Units and the Shares acquired upon lapse of the restrictions relating to the Units shall not become a part of any employment contract (either with the Company or the Company's Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Holder understands that this grant would not be made to the Holder but for the assumptions and conditions referred to above; thus, the Holder acknowledges and freely accepts that should any or all of 1 A shadow director is an individual who is not on the board of the Singapore Affiliate but who has sufficient control so that the board of directors acts in accordance with the “directions or instructions” of the individual. the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Units shall be null and void. The Holder understands and agrees that, as a condition of the grant of the Units, the termination of the Holder’s continuous status as an employee for any reason (including the reasons listed below) will automatically result in the loss of the Units to the extent the Units have not vested as of date the Holder is no longer actively employed. In particular, the Holder understands and agrees that any unvested Units as of the date the Holder is no longer actively employed will be forfeited without entitlement to the maximum extent permitted by law:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel underlying Shares or terminate it at to any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu amount of any awards, even if similar awards have been granted repeatedly indemnification in the past;
(c) all determinations with respect to any future awards, includingevent of the termination of the Holder’s continuous status as an employee by reason of, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancyretirement, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later disciplinary dismissal adjudged to be found invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of employment laws in the jurisdiction where the Grantee is employed or the terms of employment under Article 41 of the Grantee’s employment agreementWorkers’ Statute, if any)relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the employer and unless otherwise expressly provided under Article 10.3 of the Royal Decree 1382/1985. The Holder acknowledges that he or she has read and specifically accepts the conditions referred to in this Agreement Appendix. Securities Law Information. No “offer of securities to the public,” within the meaning of Spanish law, has taken place or determined by will take place in the CompanySpanish territory in connection with the Units. The Plan, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award Agreement (including whether the Grantee may still be considered to be employed while on a leave of absence);
(hthis Appendix) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or any other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of documents evidencing the grant of the Award to which the Grantee is otherwise Units have not entitledbeen, the Grantee irrevocably agrees never to institute any claim against the Companynor will they be, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract registered with the CompanyComisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator), the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability none of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will controlthose documents constitutes a public offering prospectus.
Appears in 1 contract
Samples: Restricted Share/Performance Unit Award Agreement (Weatherford International PLC)
Nature of Award. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the PlanPlan and applicable law;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d) participation in this Plan or program is voluntary;
(e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated CompanySubsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;.
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third third-party administrator and the Plan, the Plan will control.
Appears in 1 contract
Nature of Award. In accepting the Awardgrant of Cash Units, the Grantee acknowledgesacknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant Cash Units under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Affiliates over and above the specific terms of the Plan. Consequently, the Grantee understands that the Cash Units are granted on the assumption and condition that the Cash Units and any cash received in connection with such Awards shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Grantee understands and agrees that to the maximum extent permitted by law:
(a) the Plan is established voluntarily that, unless otherwise expressly provided for by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly set forth in the past;
(c) all determinations with respect Agreement, the Cash Units will be cancelled without entitlement to any future awardsStock if the Grantee ceases to be an eligible participant for any reason, including, but not limited to: resignation, the times when awards are madedisciplinary dismissal adjudged to be with cause, the amount of Stockdisciplinary dismissal adjudged or recognized to be without good cause (i.e., and the performance and other conditions attached subject to the awardsa “despido improcedente”), will be at the sole discretion material modification of the Company and/or terms of employment under Article 41 of the Committee;
(d) participation Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in this Plan or program is voluntary;
(e) this Award and its sole discretion, shall determine the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, date when the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g) for the purposes of the Award, unless otherwise specified by the Company or any Affiliated Company, the Grantee’s employment will be considered status as an eligible participant has terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliated Companies (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of 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 Grantee’s period of service would not include any contractual, statutory or common law notice period or period during with the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitledCash Units. In addition, the Grantee irrevocably agrees never understands that this grant would not be made to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably but for the assumptions and conditions referred to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;
(k) if the Grantee is providing services outside the United Statesabove; thus, the Grantee acknowledges and agrees freely accepts that neither should any or all of the Companyassumptions be mistaken or should any of the conditions not be met for any reason, the Employer nor then any Affiliated Company grant of Cash Units shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency null and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and
(l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will control.void.
Appears in 1 contract
Samples: Cash Unit Agreement (Trinseo PLC)
