Nature of Award. In accepting the Option award, the Eligible Individual acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future awards of options, or benefits in lieu of options, even if options have been awarded repeatedly in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Eligible Individual’s participation in the Plan will not create a right to further employment with the Company, its Subsidiary or Affiliate 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) the Eligible Individual is voluntarily participating in the Plan; (f) the Option award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, Subsidiary, or Affiliate, and such award is outside the scope of the Eligible Individual’s employment contract, if any; (g) the Option award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary or Affiliate; (h) in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form an employment contract or relationship with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and (i) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option award or diminution in value of the Option award resulting from Termination of the Eligible Individual’s Employment by the Company, Subsidiary or Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate 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 this Agreement, the Eligible Individual will be deemed irrevocably to have waived his or her entitlement to pursue such claim.
Appears in 2 contracts
Samples: Option Agreement, Option Agreement (TripAdvisor, Inc.)
Nature of Award. In accepting the Option awardAs a condition to receipt of this Award, the Eligible Individual acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this AgreementPlan;
(b) the award of the Option this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been awarded repeatedly granted in the past;
(c) all decisions with respect to future Options or other awards, if any, will be at the sole discretion of the Company;
(d) the Eligible IndividualParticipant’s participation in the Plan will shall not create a right to further employment with the Company, its Subsidiary or Affiliate Employer and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment or other service relationship at any time with or without causetime;
(e) the Eligible Individual is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Option award is an extraordinary item that does not constitute compensation Options and any Shares issued upon exercise of any kind for services of any kind rendered to the Company, Subsidiary, or AffiliateOptions, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) the Option award is Options and any Shares issued upon exercise of the Options, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary the Employer, or any Affiliate;
(h) this Award and the Participant’s participation in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award Plan will not be interpreted to form or amend an employment contract or service agreement or relationship with the Company, a Subsidiary the Employer or any Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and;
(i) in consideration the future value of the award underlying Shares is unknown and cannot be predicted with certainty;
(j) if the Shares underlying the Options do not increase in value, the Options will have no value;
(k) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Option, Exercise Price;
(l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from termination of the Option award Participant’s employment or diminution other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in value breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Option award resulting from Termination Participant’s employment or service agreement, if any);
(m) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Eligible IndividualParticipant’s Employment employment or service relationship, the Participant’s right to vest in or exercise the Options under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, Subsidiary (i) the Participant’s right to vest in the Options under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or Affiliate any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); and (ii) the period (if any) during which the Participant may exercise the Option after such termination of the Participant’s employment or service relationship will commence on the date the Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Participant is employed or terms of the Participant’s employment agreement, if any; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for any reason whatsoever and purposes of the Options (including whether or not in breach the Participant may still be considered to be providing services while on a leave of local labor lawsabsence);
(n) and the Eligible Individual irrevocably releases unless otherwise agreed with the Company, Subsidiary the Options and the benefits evidenced by this Award Agreement, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate; and
(o) neither the Company nor the Employer or any Affiliate from shall be liable for any such claim foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may arise; if, notwithstanding affect the foregoing, value of the Award or of any such claim is found by a court amounts due to the Participant pursuant to the exercise of competent jurisdiction to have arisen, then, by signing this Agreement, the Eligible Individual will be deemed irrevocably to have waived his Options or her entitlement to pursue such claimthe subsequent sale of any Shares acquired upon exercise.
Appears in 2 contracts
Samples: Option Award Agreement (First Solar, Inc.), Option Award Agreement (First Solar, Inc.)
Nature of Award. In accepting the Option awardStock Option, the Eligible Individual acknowledges Participant acknowledges, understands and agrees that:
(a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the award b. this Award of the Option Stock Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsStock Options, or benefits in lieu of optionsStock Options, even if options Stock Options have been awarded repeatedly granted in the past;
(c) c. all decisions with respect to future awardsStock Options or other Awards, if any, will be at the sole discretion of the Company;
(d) d. this Award of Stock Options and the Eligible IndividualParticipant’s participation in the Plan will shall not create a right to further to, or be interpreted as forming an employment or service contract with the Company, its Subsidiary or Affiliate Company and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment relationship contract (if any) at any time with or without causetime;
(e) e. the Eligible Individual is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) f. this Award of Stock Options and the Option award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Shares acquired under the Company, Subsidiary, or AffiliatePlan, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) g. this Award of Stock Options and the Option award is Shares acquired under the Plan, 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 towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary or Affiliatepayments;
(h) h. if the underlying Shares do not increase in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliatevalue, the Stock Option award will not be interpreted to form an employment contract or relationship with have no value;
i. if the Company, a Subsidiary or Affiliate; Participant exercise the Stock Option and furthermoreacquires Shares, the Option award will not be interpreted to form an employment contract with value of such Shares may increase or decrease in value, even below the Company, a Subsidiary or Affiliate; andexercise price;
(i) in consideration of j. the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option award or diminution in future value of the Shares subject to the Stock Option award resulting from Termination of the Eligible Individual’s Employment by the Companyis unknown, Subsidiary or Affiliate (for any reason whatsoever indeterminable and whether or cannot in breach of local labor laws) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate 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 this Agreement, the Eligible Individual will be deemed irrevocably to have waived his or her entitlement to pursue such claim.predicted with certainty;
Appears in 2 contracts
Samples: Stock Option Award Agreement (Arconic Inc.), Stock Option Award Agreement (Arconic Inc.)
Nature of Award. In accepting the Option awardPSU Award, the Eligible Individual Participant 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 Corporation at any time, unless otherwise provided to the extent permitted in the Plan and this AgreementPlan;
(b) the award Award of the Option PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsPSUs, or benefits in lieu of optionsPSUs or other Awards, even if options PSUs have been awarded repeatedly in the past;
(c) all decisions with respect to future awardsawards of PSUs or other Awards, if any, will be at the sole discretion of the CompanyCorporation;
(d) the Eligible Individual’s Award of the PSUs and the Participant's participation in the Plan will not create a right to further employment or service or be interpreted as forming or amending an employment or service contract with the CompanyCorporation, its the Employer or any other Subsidiary or Affiliate and shall not interfere with the ability of the Company Employer to terminate the Eligible Individual’s Participant's employment or service relationship at any time with or without cause(if any);
(e) the Eligible Individual Participant is voluntarily participating in the Plan;
(f) the Option award is an extraordinary item that does not constitute compensation Award of any kind for services of any kind rendered the PSUs and the Shares subject to the Company, Subsidiary, or AffiliatePSUs, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) unless otherwise agreed in writing with the Option award is Corporation, the PSUs and the Shares subject to the PSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or an Affiliate;
(h) the Award of the PSUs and the Shares subject to the PSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purposespurpose, including, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary or Affiliatemandatory payments;
(h) in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form an employment contract or relationship with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and
(i) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option award or diminution in value Award of the Option award PSUs resulting from (i) the application of any recoupment as described in Section 7(b) herein or (ii) the Participant's Termination of the Eligible Individual’s Employment by the Company, Subsidiary or Affiliate (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant's employment or service agreement, if any);
(j) the future value of the Shares subject to the PSUs is unknown and cannot be predicted with certainty;
(k) if the Participant vests in the PSUs and acquires Shares, the value of such Shares may increase or decrease in value; and
(l) neither the Corporation, the Employer nor any other Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Participant's local labor lawscurrency (if not the United States dollar) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate from any such claim United States Dollar that may arise; if, notwithstanding affect the foregoing, value of the PSUs or of any such claim is found by a court amounts due to the Participant pursuant to the vesting of competent jurisdiction to have arisen, then, by signing this Agreement, the Eligible Individual will be deemed irrevocably to have waived his PSUs or her entitlement to pursue such claimthe subsequent sale of any Shares acquired upon vesting.
Appears in 2 contracts
Samples: Performance Stock Unit Agreement (Expedia Group, Inc.), Performance Stock Unit Agreement (Expedia Group, Inc.)
Nature of Award. In accepting the Option awardStock Option, the Eligible Individual Participant 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 Corporation at any time, unless otherwise provided to the extent permitted in the Plan and this AgreementPlan;
(b) the award grant of the Stock Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of stock options, or benefits in lieu of optionsstock options or other Awards, even if stock options have been awarded repeatedly in the past;
(c) all decisions with respect to future awardsawards of stock options or other Awards, if any, will be at the sole discretion of the CompanyCorporation;
(d) the Eligible Individual’s grant of the Stock Option and the Participant's participation in the Plan will not create a right to further employment or service or be interpreted as forming or amending an employment or service contract with the Company, its Subsidiary or Affiliate Corporation and shall not interfere with the ability of the Company Employer to terminate the Eligible Individual’s Participant's employment or service relationship at any time with or without cause(if any);
(e) the Eligible Individual Participant is voluntarily participating in the Plan;
(f) the Stock Option award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered and the Shares subject to the Company, Subsidiary, or AffiliateStock Option, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) unless otherwise agreed with the Corporation, the Stock Option award and the Shares subject to the Stock Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or an Affiliate;
(h) the Stock Option and the Shares underlying the Stock Option, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments;
(i) the future value of the Shares subject to the Stock Option is unknown and cannot be predicted with certainty;
(j) if the underlying Shares do not increase in value, the Stock Option will have no value; Four Year Equal Vest 5
(k) if the Participant exercises the Stock Option and acquires Shares, the value of such Shares may increase or decrease in value even below the exercise price; and
(l) the following provisions apply only if the Participant is providing services outside the United States:
(1) the Stock Option and the Shares underlying the Stock Option, 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 severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary or Affiliate;
(h) in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form an employment contract or relationship with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliatepurpose; and
(i2) in consideration of neither the award of Corporation, the Option, no claim Employer nor any other Subsidiary or entitlement to compensation or damages shall arise from termination of Affiliate will be liable for any foreign exchange rate fluctuation between the Option award or diminution in Participant's local currency and the United States Dollar that may affect the value of the Stock Option award resulting from Termination or of any amounts due to the Participant pursuant to the exercise of the Eligible Individual’s Employment by Stock Option or the Company, Subsidiary or Affiliate (for subsequent sale of any reason whatsoever and whether or not in breach of local labor laws) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate 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 this Agreement, the Eligible Individual will be deemed irrevocably to have waived his or her entitlement to pursue such claimShares acquired upon exercise.
Appears in 1 contract
Nature of Award. In accepting the Option awardStock Option, the Eligible Individual Participant 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 Corporation at any time, unless otherwise provided to the extent permitted in the Plan and this AgreementPlan;
(b) the award grant of the Stock Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of stock options, or benefits in lieu of optionsstock options or other Awards, even if stock options have been awarded repeatedly in the past;
(c) all decisions with respect to future awardsawards of stock options or other Awards, if any, will be at the sole discretion of the CompanyCorporation;
(d) the Eligible Individual’s grant of the Stock Option and the Participant's participation in the Plan will not create a right to further employment or service or be interpreted as forming or amending an employment or service contract with the Company, its Subsidiary or Affiliate Corporation and shall not interfere with the ability of the Company Employer to terminate the Eligible Individual’s Participant's employment or service relationship at any time with or without cause(if any);
(e) the Eligible Individual Participant is voluntarily participating in the Plan;
(f) the Stock Option award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered and the Shares subject to the Company, Subsidiary, or AffiliateStock Option, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) unless otherwise agreed with the Corporation, the Stock Option award and the Shares subject to the Stock Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or an Affiliate;
(h) the Stock Option and the Shares underlying the Stock Option, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Option resulting from (i) the application of any recoupment policy as described in Section 6(b) herein or (ii) the Participant's Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant's employment or service agreement, if any); and in consideration of the grant of the Stock Option to which the Participant is otherwise not entitled, to the maximum extent permitted by applicable law the Participant irrevocably agrees not to institute any claim against the Corporation or any Subsidiary or Affiliate;
(j) the future value of the Shares subject to the Stock Option is unknown and cannot be predicted with certainty;
(k) if the underlying Shares do not increase in value, the Stock Option will have no value;
(l) if the Participant exercises the Stock Option and acquires Shares, the value of such Shares may increase or decrease in value even below the exercise price; and
(m) the following provisions apply only if the Participant is providing services outside the United States:
(1) the Stock Option and the Shares underlying the Stock Option, 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 severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary or Affiliate;
(h) in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form an employment contract or relationship with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliatepurpose; and
(i2) in consideration of neither the award of Corporation, the Option, no claim Employer nor any other Subsidiary or entitlement to compensation or damages shall arise from termination of Affiliate will be liable for any foreign exchange rate fluctuation between the Option award or diminution in Participant's local currency and the United States Dollar that may affect the value of the Stock Option award resulting from Termination or of any amounts due to the Participant pursuant to the exercise of the Eligible Individual’s Employment by Stock Option or the Company, Subsidiary or Affiliate (for subsequent sale of any reason whatsoever and whether or not in breach of local labor laws) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate 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 this Agreement, the Eligible Individual will be deemed irrevocably to have waived his or her entitlement to pursue such claimShares acquired upon exercise.
Appears in 1 contract
Nature of Award. In accepting the Option awardOption, the Eligible Individual Participant acknowledges that:
(a) the 2010 Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company Corporation at any time, unless otherwise provided in the Plan and this Agreement;
(b) the award grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future awards grants of options, or benefits in lieu of options, even if options have been awarded granted repeatedly in the past;
(c) all decisions with respect to future awardsoption grants, if any, will be at the sole discretion of the CompanyCorporation;
(d) the Eligible IndividualParticipant’s participation in the 2010 Plan will is voluntary;
(e) Participant’s participation in the 2010 Plan shall not create a right to further employment with the Company, its Subsidiary or Affiliate Employer and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment or service relationship (if any) at any time with or without cause;
(e) the Eligible Individual is voluntarily participating in the Plantime;
(f) the Option award is an and any Common Shares acquired under the 2010 Plan are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the CompanyEmployer, the Corporation, or any Subsidiary, or Affiliate, and such award is that are outside the scope of the Eligible IndividualParticipant’s employment or service contract, if any;
(g) the Option award is and any Common Shares acquired under the 2010 Plan are not intended to replace any pension rights or compensation;
(h) the Option and any Common Shares acquired under the 2010 Plan are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the CompanyEmployer, Subsidiary the Corporation or Affiliateany Subsidiary;
(hi) in the event that the Eligible Individual is not an employee future value of the Company, a Subsidiary or an AffiliateCommon Shares underlying the Option is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option award will not be interpreted to form an employment contract or relationship with have no value;
(k) if Participant exercises the Company, a Subsidiary or Affiliate; Option and furthermoreacquires Common Shares, the Option award will not be interpreted to form an employment contract with value of such Common Shares may increase or decrease in value, even below the Company, a Subsidiary or Affiliate; andExercise Price;
(il) in consideration of the award grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option award or diminution in value vesting of the Option award resulting from Termination or cancellation of the Eligible IndividualOption following termination of Participant’s Employment by the Company, Subsidiary or Affiliate active service (for any reason whatsoever and whether or not in breach of local labor laws) and the Eligible Individual Participant irrevocably releases the CompanyEmployer, the Corporation and/or any Subsidiary or Affiliate 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 accepting this Agreement, the Eligible Individual will Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
(m) the Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding Participant’s participation in the 2010 Plan or Participant’s purchase or sale of Common Shares; and
(n) Participant is xxxxxx advised to consult with his or her own personal tax, legal and financial advisors regarding participation in the 2010 Plan before taking any action related to the 2010 Plan.
Appears in 1 contract
Samples: Stock Option Award Agreement (Qlik Technologies Inc)
Nature of Award. In By accepting the Option awardthis Option, the Eligible Individual acknowledges Optionee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the extent permitted by the Plan and this Agreement;
(b) the award grant of the this Option is voluntary and occasional and does not create any contractual or other right to receive future awards of options, under the Plan or benefits in lieu of optionsPlan awards, even if options Options or other Plan awards have been awarded repeatedly granted in the past;
(c) all decisions with respect to future awards, if any, Option grants or Plan awards will be at the sole discretion of the CompanyCommittee or the Board;
(d) the Eligible Individual’s participation in the Plan will not create a right to further employment with the Company, its Subsidiary he or Affiliate 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) the Eligible Individual she is voluntarily participating in the Plan;
(e) the future value of Option Shares underlying the Option is unknown and cannot be predicted with certainty;
(f) if the Option Shares do not increase in value, the Option, as measured by the difference between the Fair Market Value of the Option Shares and the Xxxxx Xxxxx, will have no value;
(g) if the Optionee exercises the Option and acquires Option Shares, the value of such Option Shares may increase or decrease in value;
(h) if the Optionee resides and/or works outside the United States, the following additional provisions shall apply:
(i) the Option award is an extraordinary item that does and any Option Shares acquired under the Plan do not replace any pension or retirement rights or compensation;
(ii) the Option and any Option Shares acquired under the Plan (including the value attributable to each) do not constitute compensation of any kind for services of any kind rendered to the Company, Subsidiary, or Affiliate, Company and/or any Subsidiary thereof and such award is are outside the scope of the Eligible Individual’s Optionee's employment contract, if any;
(giii) the Option award is and any Option Shares acquired under the Plan (including the value attributable to each) are not part of normal or expected compensation or salary for any purposessalary, including, but not limited to, for purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for unless such other arrangement explicitly provides to the Company, Subsidiary or Affiliatecontrary;
(hiv) in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form an employment contract or relationship with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and
(i) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from a termination of the Option award or diminution in value of the Option award resulting from Termination of the Eligible Individual’s Employment by the Company, Subsidiary or Affiliate (Business Relationship for any reason whatsoever and whether in consideration of the grant of the Option, the Optionee irrevocably agrees never to institute a claim against the Company and/or any Subsidiary, waives his or not in breach of local labor laws) her ability to bring such claim and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate Company and/or its Subsidiaries from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, then by signing accepting this AgreementOption, the Eligible Individual will be Optionee is deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(i) the Company shall not be liable for any foreign exchange rate fluctuation between the Optionee's local currency and the United States dollar that may affect the value of the Option or any amounts due pursuant to the exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 1 contract
Nature of Award. In By accepting the Option awardthis Option, the Eligible Individual acknowledges Optionee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the extent permitted by the Plan and this Agreement;
(b) the award grant of the this Option is voluntary and occasional and does not create any contractual or other right to receive future awards of options, under the Plan or benefits in lieu of optionsPlan awards, even if options Options or other Plan awards have been awarded repeatedly granted in the past;
(c) all decisions with respect to future awards, if any, Option grants or Plan awards will be at the sole discretion of the CompanyCommittee or the Board;
(d) the Eligible Individual’s participation in the Plan will not create a right to further employment with the Company, its Subsidiary he or Affiliate 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) the Eligible Individual she is voluntarily participating in the Plan;
(e) the future value of Option Shares underlying the Option is unknown and cannot be predicted with certainty;
(f) if the Option Shares do not increase in value, the Option, as measured by the difference between the Fair Market Value of the Option Shares and the Xxxxx Xxxxx, will have no value;
(g) if the Optionee exercises the Option and acquires Option Shares, the value of such Option Shares may increase or decrease in value;
(h) if the Optionee resides and/or works outside the United States, the following additional provisions shall apply:
(i) the Option award is an extraordinary item that does and any Option Shares acquired under the Plan do not replace any pension or retirement rights or compensation;
(ii) the Option and any Option Shares acquired under the Plan (including the value attributable to each) do not constitute compensation of any kind for services of any kind rendered to the Company, Subsidiary, or Affiliate, Company and/or any Subsidiary thereof and such award is are outside the scope of the Eligible IndividualOptionee’s employment contract, if any;
(giii) the Option award is and any Option Shares acquired under the Plan (including the value attributable to each) are not part of normal or expected compensation or salary for any purposessalary, including, but not limited to, for purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for unless such other arrangement explicitly provides to the Company, Subsidiary or Affiliatecontrary;
(hiv) in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form an employment contract or relationship with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and
(i) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from a termination of the Option award or diminution in value of the Option award resulting from Termination of the Eligible Individual’s Employment by the Company, Subsidiary or Affiliate (Business Relationship for any reason whatsoever and whether in consideration of the grant of the Option, the Optionee irrevocably agrees never to institute a claim against the Company and/or any Subsidiary, waives his or not in breach of local labor laws) her ability to bring such claim and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate Company and/or its Subsidiaries from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, then by signing accepting this AgreementOption, the Eligible Individual will be Optionee is deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(i) the Company shall not be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States dollar that may affect the value of the Option or any amounts due pursuant to the exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 1 contract
Nature of Award. In accepting the Option awardStock Option, the Eligible Individual acknowledges Participant acknowledges, understands and agrees that:
(a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the award b. this Award of the Option Stock Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsStock Options, or benefits in lieu of optionsStock Options, even if options Stock Options have been awarded repeatedly granted in the past;
(c) c. all decisions with respect to future awardsStock Options or other Awards, if any, will be at the sole discretion of the Company;
(d) d. this Award of Stock Options and the Eligible IndividualParticipant’s participation in the Plan will shall not create a right to further to, or be interpreted as forming an employment or service contract with the Company, its Subsidiary or Affiliate Company and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment relationship contract (if any) at any time with or without causetime;
(e) e. the Eligible Individual is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) f. this Award of Stock Options and the Option award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Shares acquired under the Company, Subsidiary, or AffiliatePlan, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) g. this Award of Stock Options and the Option award is Shares acquired under the Plan, 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 towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of- service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary or Affiliatepayments;
(h) h. if the underlying Shares do not increase in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliatevalue, the Stock Option award will not be interpreted to form an employment contract or relationship with have no value;
i. if the Company, a Subsidiary or Affiliate; Participant exercise the Stock Option and furthermoreacquires Shares, the Option award will not be interpreted to form an employment contract with value of such Shares may increase or decrease in value, even below the Company, a Subsidiary or Affiliate; andexercise price;
(i) in consideration of j. the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option award or diminution in future value of the Shares subject to the Stock Option award resulting from Termination of the Eligible Individual’s Employment by the Companyis unknown, Subsidiary or Affiliate (for any reason whatsoever indeterminable and whether or cannot in breach of local labor laws) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate 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 this Agreement, the Eligible Individual will be deemed irrevocably to have waived his or her entitlement to pursue such claim.predicted with certainty;
Appears in 1 contract
Samples: Stock Option Award Agreement
Nature of Award. In accepting the Option awardAs a condition to receipt of this Award, the Eligible Individual acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this AgreementPlan;
(b) the award of the Option this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsRSUs, or benefits in lieu of optionsRSUs, even if options RSUs have been awarded repeatedly granted in the past;
(c) all decisions with respect to future RSU or other awards, if any, will be at the sole discretion of the Company;
(d) the Eligible IndividualParticipant’s participation in the Plan will shall not create a right to further employment with the Company, its Subsidiary or Affiliate Employer and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment relationship at any time with or without causetime;
(e) the Eligible Individual is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Option award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered RSUs and the Shares subject to the Company, Subsidiary, or AffiliateRSUs, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) the Option award is RSUs and the Shares subject to the RSUs, 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 towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary the Employer, or any Affiliate;
(h) this Award and the Participant’s participation in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award Plan will not be interpreted to form or amend an employment contract or service agreement or relationship with the Company, a Subsidiary Company or any Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and;
(i) in consideration the future value of the award of the Option, underlying Shares is unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of the Option award Participant’s employment or diminution other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in value breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any);
(k) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Option award resulting from Termination Participant’s employment or service relationship, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate effective as of the Eligible Individualdate the Participant is no longer actively providing services to the Company, the Employer or any Affiliate of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s Employment employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, Subsidiary the Participant’s right to vest in the RSU under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or Affiliate any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSUs (for any reason whatsoever and including whether or not in breach the Participant may still be considered to be providing services while on a leave of local labor lawsabsence);
(l) and the Eligible Individual irrevocably releases unless otherwise agreed with the Company, Subsidiary the RSUs and Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(m) the RSUs and the benefits under the Plan, if any, will not automatically transfer to a successor company in the case of a Change of Control or a merger, takeover, or transfer of liability of the Employer; and
(n) neither the Company nor the Employer or any Affiliate from shall be liable for any such claim foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may arise; if, notwithstanding affect the foregoing, value of the Award or of any such claim is found by a court amounts due to the Participant for the settlement of competent jurisdiction to have arisen, then, by signing this Agreement, the Eligible Individual will be deemed irrevocably to have waived his RSUs or her entitlement to pursue such claimthe subsequent sale of any Shares acquired upon settlement.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (First Solar, Inc.)
Nature of Award. In accepting the Option awardAs a condition to receipt of this Award, the Eligible Individual acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this AgreementPlan;
(b) the award of the Option this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been awarded repeatedly granted in the past;
(c) all decisions with respect to future Options or other awards, if any, will be at the sole discretion of the Company;
(d) the Eligible IndividualParticipant’s participation in the Plan will shall not create a right to further employment with the Company, its Subsidiary or Affiliate Employer and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment relationship at any time with or without causetime;
(e) the Eligible Individual is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Option award is an extraordinary item that does not constitute compensation Options and any Shares issued upon exercise of any kind for services of any kind rendered to the Company, Subsidiary, or AffiliateOptions, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) the Option award is Options and any Shares issued upon exercise of the Options, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary the Employer, or any Affiliate;
(h) this Award and the Participant’s participation in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award Plan will not be interpreted to form or amend an employment contract or service agreement or relationship with the Company, a Subsidiary Company or any Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and;
(i) in consideration the future value of the award underlying Shares is unknown and cannot be predicted with certainty;
(j) if the Shares underlying the Options do not increase in value, the Options will have no value;
(k) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Option, Exercise Price;
(l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from termination of the Option award Participant’s employment or diminution in value of the Option award resulting from Termination of the Eligible Individual’s Employment other service relationship by the Company, Subsidiary Company or Affiliate the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any);
(m) and the Eligible Individual irrevocably releases Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Options, including whether the Participant may be considered to be providing services while on a leave of absence;
(n) unless otherwise agreed with the Company, Subsidiary the Options and the benefits evidenced by this Award Agreement, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; and
(o) neither the Company nor the Employer or any Affiliate from shall be liable for any such claim foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may arise; if, notwithstanding affect the foregoing, value of the Award or of any such claim is found by a court amounts due to the Participant pursuant to the exercise of competent jurisdiction to have arisen, then, by signing this Agreement, the Eligible Individual will be deemed irrevocably to have waived his Options or her entitlement to pursue such claimthe subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
Nature of Award. In accepting the Option awardStock Option, the Eligible Individual acknowledges Participant acknowledges, understands and agrees that:
(a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the award b. this Award of the Option Stock Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsStock Options, or benefits in lieu of optionsStock Options, even if options Stock Options have been awarded repeatedly granted in the past;
(c) c. all decisions with respect to future awardsStock Options or other Awards, if any, will be at the sole discretion of the Company;
(d) d. this Award of Stock Options and the Eligible IndividualParticipant’s participation in the Plan will shall not create a right to further to, or be interpreted as forming or amending an employment or service contract with the Company, its Subsidiary or Affiliate Company and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment relationship contract (if any) at any time with or without causetime;
(e) e. the Eligible Individual is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) f. this Award of Stock Options and the Option award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Shares acquired under the Company, Subsidiary, or AffiliatePlan, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) g. this Award of Stock Options and the Option award is Shares acquired under the Plan, 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 towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary or Affiliatepayments;
(h) h. if the underlying Shares do not increase in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliatevalue, the Stock Option award will not be interpreted to form an employment contract or relationship with have no value;
i. if the Company, a Subsidiary or Affiliate; Participant exercise the Stock Option and furthermoreacquires Shares, the Option award will not be interpreted to form an employment contract with value of such Shares may increase or decrease in value, even below the Company, a Subsidiary or Affiliate; andexercise price;
(i) in consideration of j. the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option award or diminution in future value of the Shares subject to the Stock Option award resulting from Termination of the Eligible Individual’s Employment by the Companyis unknown, Subsidiary or Affiliate (for any reason whatsoever indeterminable and whether or cannot in breach of local labor laws) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate 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 this Agreement, the Eligible Individual will be deemed irrevocably to have waived his or her entitlement to pursue such claim.predicted with certainty;
Appears in 1 contract
Samples: Global Stock Option Award Agreement (Howmet Aerospace Inc.)
Nature of Award. In By accepting the Option awardthis Option, the Eligible Individual acknowledges Optionee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the extent permitted by the Plan and this Option Agreement;
(b) the award grant of the this Option is voluntary and occasional and does not create any contractual or other right to receive future awards of options, under the Plan or benefits in lieu of optionsPlan awards, even if options Options or other Plan awards have been awarded repeatedly granted in the past;
(c) all decisions with respect to future awards, if any, Option grants or Plan awards will be at the sole discretion of the CompanyCommittee;
(d) the Eligible Individual’s participation in the Plan will not create a right to further employment with the Company, its Subsidiary he or Affiliate 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) the Eligible Individual she is voluntarily participating in the Plan;
(e) the future value of shares of Stock underlying the Option is unknown and cannot be predicted with certainty;
(f) if the underlying shares of Stock do not increase in value, the Option, as measured by the difference between the fair market value of the Stock and the Exercise Price, will have no value;
(g) if the Optionee exercises the Option and acquires shares of Stock, the value of such shares may increase or decrease in value;
(h) if the Optionee resides and/or works outside the United States, the following additional provisions shall apply:
(i) the Option award is an extraordinary item that does and any shares of Stock acquired under the Plan do not replace any pension or retirement rights or compensation;
(ii) the Option and any shares of Stock acquired under the Plan (including the value attributable to each) do not constitute compensation of any kind for services of any kind rendered to the Company, Subsidiary, or Affiliate, Company and/or any subsidiary thereof and such award is are outside the scope of the Eligible IndividualOptionee’s employment contract, if any;
(giii) the Option award is and any shares of Stock acquired under the Plan (including the value attributable to each) are not part of normal or expected compensation or salary for any purposessalary, including, but not limited to, for purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for unless such other arrangement explicitly provides to the Company, Subsidiary or Affiliatecontrary;
(hiv) in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form an employment contract or relationship with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and
(i) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from a termination of the Option award or diminution in value of the Option award resulting from Termination of the Eligible Individual’s Employment by the Company, Subsidiary or Affiliate (Relationship for any reason whatsoever and whether in consideration of the grant of the Option, the Optionee irrevocably agrees never to institute a claim against the Company and/or any subsidiary, waives his or not in breach of local labor laws) her ability to bring such claim and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate Company and/or its subsidiaries from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, then by signing accepting this AgreementOption, the Eligible Individual will be Optionee is deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(v) the Company shall not be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States dollar that may affect the value of the Option or any amounts due pursuant to the exercise of the Option or the subsequent sale of any shares of Stock acquired upon settlement.
Appears in 1 contract
Samples: Stock Option Agreement (Lipella Pharmaceuticals Inc)
Nature of Award. In accepting the Option award, the Eligible Individual Employee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided time in a manner consistent with provisions of the Plan regarding Plan amendment and this Agreement;termination and, in addition, the Options are subject to modification and adjustment pursuant to the terms of the Plan.
(b) the award of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future awards grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been awarded granted repeatedly in the past;
(c) all decisions with respect to future Options awards, if any, will be at the sole discretion of the CompanyCommittee or its authorized delegate, as applicable;
(d) the Eligible IndividualEmployee’s participation in the Plan will shall not create a right to further employment with the Company, its Subsidiary or Affiliate Employer and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualEmployee’s employment relationship at any time time; further, the Options award and Employee’s participation in the Plan will not be interpreted to form an employment contract or relationship with or without causethe Employer;
(e) the Eligible Individual Employee is voluntarily participating in the Plan;
(f) the Option award is Options and the shares of Common Stock subject to the Options are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, Subsidiary, or AffiliateEmployer, and such award which is outside the scope of the Eligible IndividualEmployee’s employment contract, if any;
(g) the Option award is Options and the shares of Common Stock subject to the Options are not intended to replace any pension rights or compensation;
(h) the Options and the shares of Common Stock subject to the Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary or AffiliateEmployer;
(hi) in the event that the Eligible Individual is not an employee future value of the Company, a Subsidiary or an Affiliate, the Option award will underlying shares of Common Stock is unknown and cannot be interpreted to form an employment contract or relationship predicted with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; andcertainty;
(ij) in consideration of the award of the OptionOptions, no claim or entitlement to compensation or damages shall arise from forfeiture of the Options, including, but not limited to, forfeiture resulting from termination of Employee’s employment with the Option award or diminution in value of the Option award resulting from Termination of the Eligible Individual’s Employment by the Company, Subsidiary or Affiliate Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Eligible Individual Employee irrevocably releases the Company, Subsidiary or Affiliate Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Eligible Individual will Employee shall be deemed irrevocably to have waived his or her Employee’s entitlement to pursue such claim; and
(k) subject to the provisions in the Plan regarding Change in Control, Options and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.
Appears in 1 contract
Samples: Omnibus Agreement (Xerox Corp)
Nature of Award. In accepting the Option awardthis Stock Option, the Eligible Individual acknowledges Optionee acknowledges, understands, and agrees that:
(a) Neither the Company nor any Affiliate is obligated by or as a result of the Plan or this Agreement to continue the Optionee’s employment or any other Service Relationship with the Company or an Affiliate, and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Affiliate to terminate the Optionee’s employment or any other Service Relationship with the Company or an Affiliate at any time. ACTIVE/103046236.5
(b) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(bc) the award grant of the this Stock Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of stock options, or benefits in lieu of stock options, even if options such grants have been awarded repeatedly made in the past;
(cd) all decisions with respect to future awardsStock Options, if any, will be at the sole discretion of the Company;
(de) the Eligible IndividualOptionee’s participation in the Plan will not create a right to further employment with the Company, its Subsidiary or Affiliate 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) the Eligible Individual is voluntarily participating in the Planvoluntary;
(f) this Award and the Option award is an extraordinary item that does not constitute compensation shares of any kind for services of any kind rendered Stock subject to the Company, Subsidiary, or Affiliatethis Stock Option, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) this Stock Option and the shares of Stock subject to this Award, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(h) the future value of the shares of Stock subject to this Stock Option is unknown, indeterminable and cannot be predicted with certainty;
(i) if the underlying shares of Stock subject to the Stock Option do not increase in value, the Stock Option will have no value;
(j) if Optionee exercises the Stock Option and acquires shares of Stock, the value of such shares of Stock may increase or decrease, even below the Option award Exercise Price per Share;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of this Stock Option resulting from termination of the Optionee’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee renders service or the terms of the Optionee’s employment agreement, if any);
(l) for purposes of the Stock Option, the Optionee’s employment will be considered terminated as of the date the Optionee is no longer actively providing services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee renders service or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to continue to vest in the Stock Option, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., active employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Optionee renders service or the terms of the Optionee’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when the Optionee’s active employment is terminated for purposes of this Stock Option (including whether the Optionee may still be considered to actively be providing services while on a leave of absence); ACTIVE/103046236.5 (m) unless otherwise agreed with the Company in writing, the Stock Option and the shares of Stock subject to this Stock Option, and the income from and value of the same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of an Affiliate;
(n) unless otherwise provided in the Plan or by the Company in its discretion, the Stock Option and the benefits evidenced by this Agreement do not create any entitlement to have the Stock Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and
(o) the following provisions apply only if the Optionee is providing services outside the United States:
(i) the Stock Option and the shares of Stock subject to the Stock Option and the income from and value of the same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for purpose;
(ii) neither the Company, Subsidiary or Affiliate;
(h) in the event Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the U.S. Dollar that may affect the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form an employment contract or relationship with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and
(i) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option award or diminution in value of the Stock Option award resulting from Termination or of any amounts due to the Optionee pursuant to the settlement of the Eligible Individual’s Employment by Stock Option or the Company, Subsidiary or Affiliate (for subsequent sale of any reason whatsoever and whether or not in breach shares of local labor laws) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate 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 this Agreement, the Eligible Individual will be deemed irrevocably to have waived his or her entitlement to pursue such claimStock acquired upon settlement.
Appears in 1 contract
Samples: Global Stock Option Agreement (Guidewire Software, Inc.)
Nature of Award. In accepting the Option awardAs a condition to receipt of this Award, the Eligible Individual acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this AgreementPlan;
(b) the award of the Option this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been awarded repeatedly granted in the past;
(c) all decisions with respect to future Options or other awards, if any, will be at the sole discretion of the Company;
(d) the Eligible IndividualParticipant’s participation in the Plan will shall not create a right to further employment with the Company, its Subsidiary or Affiliate Employer and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment or other service relationship at any time with or without causetime;
(e) the Eligible Individual is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Option award is an extraordinary item that does not constitute compensation Options and any Shares issued upon exercise of any kind for services of any kind rendered to the Company, Subsidiary, or AffiliateOptions, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) the Option award is Options and any Shares issued upon exercise of the Options, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary the Employer, or any Affiliate;
(h) this Award and the Participant’s participation in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award Plan will not be interpreted to form or amend an employment contract or service agreement or relationship with the Company, a Subsidiary the Employer or any Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and;
(i) in consideration the future value of the award underlying Shares is unknown and cannot be predicted with certainty;
(j) if the Shares underlying the Options do not increase in value, the Options will have no value;
(k) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Option, Exercise Price;
(l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from termination of the Option award Participant’s employment or diminution other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in value breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Option award resulting Participant’s employment or service agreement, if any) or from Termination any forfeiture of Options or recoupment of Shares pursuant to Section 29 of this Award Agreement;
(m) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Eligible IndividualParticipant’s Employment employment or service relationship, the Participant’s right to vest in or exercise the Options under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services to the Company, the Employer or any Affiliate of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, Subsidiary (i) the Participant’s right to vest in the Options under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or Affiliate any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); and (ii) the period (if any) during which the Participant may exercise the Option after such termination of the Participant’s employment or service relationship will commence on the date the Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Participant is employed or terms of the Participant’s employment agreement, if any; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for any reason whatsoever and purposes of the Options (including whether or not in breach the Participant may still be considered to be providing services while on a leave of local labor lawsabsence);
(n) and the Eligible Individual irrevocably releases unless otherwise agreed with the Company, Subsidiary the Options and the benefits evidenced by this Award Agreement, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate; and
(o) neither the Company nor the Employer or any Affiliate from shall be liable for any such claim foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may arise; if, notwithstanding affect the foregoing, value of the Award or of any such claim is found by a court amounts due to the Participant pursuant to the exercise of competent jurisdiction to have arisen, then, by signing this Agreement, the Eligible Individual will be deemed irrevocably to have waived his Options or her entitlement to pursue such claimthe subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
Nature of Award. In accepting the Option awardthis Stock Option, the Eligible Individual acknowledges Optionee acknowledges, understands, and agrees that:
(a) Neither the Company nor any Affiliate is obligated by or as a result of the Plan or this Agreement to continue the Optionee’s employment or any other Service Relationship with the Company or an Affiliate, and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Affiliate to terminate the Optionee’s employment or any other Service Relationship with the Company or an Affiliate at any time.
(b) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(bc) the award grant of the this Stock Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of stock options, or benefits in lieu of stock options, even if options such grants have been awarded repeatedly made in the past;
(cd) all decisions with respect to future awardsStock Options, if any, will be at the sole discretion of the Company;
(de) the Eligible IndividualOptionee’s participation in the Plan will not create a right to further employment with the Company, its Subsidiary or Affiliate 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) the Eligible Individual is voluntarily participating in the Planvoluntary;
(f) this Award and the Option award is an extraordinary item that does not constitute compensation shares of any kind for services of any kind rendered Stock subject to the Company, Subsidiary, or Affiliatethis Stock Option, and such award is outside the scope income from and value of the Eligible Individual’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) this Stock Option and the shares of Stock subject to this Award, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(h) the future value of the shares of Stock subject to this Stock Option is unknown, indeterminable and cannot be predicted with certainty;
(i) if the underlying shares of Stock subject to the Stock Option do not increase in value, the Stock Option will have no value;
(j) if Optionee exercises the Stock Option and acquires shares of Stock, the value of such shares of Stock may increase or decrease, even below the Option award Exercise Price per Share;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of this Stock Option resulting from termination of the Optionee’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee renders service or the terms of the Optionee’s employment agreement, if any);
(l) for purposes of the Stock Option, the Optionee’s employment will be considered terminated as of the date the Optionee is no longer actively providing services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee renders service or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to continue to vest in the Stock Option, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., active employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Optionee renders service or the terms of the Optionee’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when the Optionee’s active employment is terminated for purposes of this Stock Option (including whether the Optionee may still be considered to actively be providing services while on a leave of absence);
(m) unless otherwise agreed with the Company in writing, the Stock Option and the shares of Stock subject to this Stock Option, and the income from and value of the same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of an Affiliate;
(n) unless otherwise provided in the Plan or by the Company in its discretion, the Stock Option and the benefits evidenced by this Agreement do not create any entitlement to have the Stock Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and
(o) the following provisions apply only if the Optionee is providing services outside the United States:
(i) the Stock Option and the shares of Stock subject to the Stock Option and the income from and value of the same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for purpose;
(ii) neither the Company, Subsidiary or Affiliate;
(h) in the event Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the U.S. Dollar that may affect the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award will not be interpreted to form an employment contract or relationship with the Company, a Subsidiary or Affiliate; and furthermore, the Option award will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; and
(i) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option award or diminution in value of the Stock Option award resulting from Termination or of any amounts due to the Optionee pursuant to the settlement of the Eligible Individual’s Employment by Stock Option or the Company, Subsidiary or Affiliate (for subsequent sale of any reason whatsoever and whether or not in breach shares of local labor laws) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate 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 this Agreement, the Eligible Individual will be deemed irrevocably to have waived his or her entitlement to pursue such claimStock acquired upon settlement.
Appears in 1 contract
Nature of Award. In accepting the Option awardAs a condition to receipt of this Award, the Eligible Individual acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b) the award of the Option this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been awarded granted repeatedly in the past;
(c) all decisions with respect to future awardsawards of Options, if any, will be at the sole discretion of the Company;
(d) the Eligible IndividualParticipant’s participation in the Plan will shall not create a right to further employment with the Company, its Subsidiary or Affiliate Employer and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment relationship at any time with or without causetime;
(e) the Eligible Individual is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Option award is an Options and any Shares issued upon exercise of the Options are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company, Subsidiary, Company or Affiliatethe Employer, and such award is are outside the scope of the Eligible IndividualParticipant’s employment contractagreement, if any, unless such agreement is directly with the Company and specifically provides to the contrary;
(g) the Option award is Options and any Shares issued upon exercise of the Options, and the income and value of same, are not intended to replace any pension rights or compensation;
(h) the Options and any Shares issued upon exercise of the Options, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary the Employer, or any Affiliate;
(hi) this Award and the Participant’s participation in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award Plan will not be interpreted to form or amend an employment contract agreement or relationship with the Company, a Subsidiary Company or any Affiliate; ;
(j) the future value of the underlying Shares is unknown and furthermorecannot be predicted with certainty;
(k) if the Shares underlying the Options do not increase in value, the Option award Options will not be interpreted to form an employment contract with the Company, a Subsidiary or Affiliate; andhave no value;
(il) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in consideration of value, even below the award of the Option, Exercise Price;
(m) no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from termination of the Option award Participant’s employment or diminution in value of the Option award resulting from Termination of the Eligible Individual’s Employment other service relationship by the Company, Subsidiary Company or Affiliate the Employer (for any reason whatsoever and whatsoever, 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), and, in consideration of the Award, the Participant agrees not to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate;
(n) except as otherwise provided by the Committee or the Grant Notice, in the event of termination of the Participant’s employment (whether or not in breach of local labor lawslaws and whether or not later found to be invalid), the Participant’s right to vest in or exercise the Options under the Plan, if any, will terminate effective as of the date the Participant is no longer actively employed; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Options;
(o) and the Eligible Individual irrevocably releases unless otherwise agreed with the Company, Subsidiary the Options and the benefits evidenced by this Award Agreement, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a subsidiary or an Affiliate; and
(p) neither the Company nor the Employer or any Affiliate from shall be liable for any such claim foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may arise; if, notwithstanding affect the foregoing, value of the Award or of any such claim is found by a court amounts due to the Participant pursuant to the exercise of competent jurisdiction to have arisen, then, by signing this Agreement, the Eligible Individual will be deemed irrevocably to have waived his Options or her entitlement to pursue such claimthe subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
Nature of Award. In accepting the Option awardAs a condition to receipt of this Award, the Eligible Individual acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b) the award of the Option this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of optionsawards, or benefits in lieu of optionsawards, even if options Shares have been awarded granted repeatedly in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) the Eligible IndividualParticipant’s participation in the Plan will shall not create a right to further employment with the Company, its Subsidiary or Affiliate Employer and shall not interfere with the ability of the Company Employer to terminate the Eligible IndividualParticipant’s employment relationship at any time with or without causetime;
(e) the Eligible Individual is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Option award is an Shares are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company, Subsidiary, Company or Affiliatethe Employer, and such award is which are outside the scope of the Eligible IndividualParticipant’s employment contractagreement, if any, unless such agreement is directly with the Company and specifically provides to the contrary;
(g) the Option award is Shares, and the income and value of same, are not intended to replace any pension rights or compensation;
(h) the Shares, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Subsidiary the Employer, or Affiliateany Affiliate (as defined in the Plan);
(hi) this Award and the Participant’s participation in the event that the Eligible Individual is not an employee of the Company, a Subsidiary or an Affiliate, the Option award Plan will not be interpreted to form or amend an employment contract agreement or relationship with the Company, a Subsidiary Company or any Affiliate; ;
(j) the future value of the underlying Shares is unknown and furthermore, the Option award will cannot be interpreted to form an employment contract predicted with certainty;
(k) unless otherwise agreed with the Company, the Shares, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary or an Affiliate; and
(il) in consideration of neither the award of Company nor the Option, no claim Employer or entitlement to compensation or damages any Affiliate shall arise from termination of be liable for any foreign exchange rate fluctuation between the Option award or diminution in Participant’s local currency and the United States Dollar that may affect the value of the Option award resulting from Termination Award or of any amounts due to the Participant for the subsequent sale of the Eligible Individual’s Employment by the Company, Subsidiary or Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Eligible Individual irrevocably releases the Company, Subsidiary or Affiliate 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 this Agreement, the Eligible Individual will be deemed irrevocably to have waived his or her entitlement to pursue such claimShare.
Appears in 1 contract
