Common use of Nature of Award Clause in Contracts

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant of the Award, Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when Participant’s employment has terminated for purposes of the Award. Participant understands that the grant of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award shall be null and void.

Appears in 3 contracts

Samples: Global Restricted Stock Unit Agreement (BIO-TECHNE Corp), Global Restricted Stock Unit Agreement (BIO-TECHNE Corp), Global Restricted Stock Unit Agreement (BIO-TECHNE Corp)

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Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant of Restricted Stock Units, the Award, Participant Grantee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant ​ The Grantee understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Subsidiaries Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basisAffiliates over and above the specific terms of the Plan. Consequently, Participant the Grantee understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award Restricted Stock Units and any Shares the Stock acquired upon vesting lapse of the Award restrictions relating to the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any of its SubsidiariesAffiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant the Grantee understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award Restricted Stock Units will be cancelled without entitlement to any Shares Stock if Participant terminates employment by reason ofthe Grantee ceases to be an eligible participant for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The CommitteeCompany, in its sole discretion, shall determine the date when Participantthe Grantee’s employment status as an eligible participant has terminated for purposes of the AwardRestricted Stock Units. Participant ​ In addition, the Grantee understands that the this grant of this Award would not be granted made to the Grantee but for the assumptions and conditions referred to above; thus, Participant the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award of Restricted Stock Units shall be null and void.. Notifications ​

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Trinseo PLC), Restricted Stock Unit Agreement (Trinseo PLC), Restricted Stock Unit Agreement (Trinseo PLC)

Nature of Award. The following This provision supplements Section 7 8 ("Nature of Award") of the Restricted Stock Unit Agreement: In By accepting the grant of Restricted Stock Units, the Award, Participant acknowledges that he or she consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the CompanyCorporation has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Subsidiaries Eligible Individuals throughout the world. The This decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company Corporation or any of its Subsidiaries on an ongoing basisor Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award Restricted Stock Units and any Shares acquired issued upon vesting of the Award shall Restricted Stock Units are not become a part of any employment or service contract (either with the Company Corporation or any of its SubsidiariesSubsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, unless otherwise expressly provided for by the Company Corporation or set forth in the Plan or the Agreement, the Award any unvested Restricted Stock Units will be cancelled without entitlement to any Shares underlying the Restricted Stock Units if Participant terminates employment by reason ofthe Participant's status as an Eligible Individual is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, or under Article 10.3 of Royal Decree 1382/1985. The CommitteeCorporation, in its sole discretion, shall determine the date when the Participant’s employment 's status as an Eligible Individual has terminated for purposes of the AwardRestricted Stock Units. In addition, the Participant understands that the this grant of this Award would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award Restricted Stock Units shall be null and void.. Notifications

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Expedia Group, Inc.), Restricted Stock Unit Agreement (Expedia Group, Inc.)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant of Award Units, the Award, Participant Grantee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant The Grantee understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards Award Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant the Grantee understands that the Award is Units are granted on the assumption and condition that the Award Units and any the Shares acquired upon vesting lapse of the restrictions relating to the Award Units shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. FurtherIn addition, Participant the Grantee understands that this grant would not be made to the Grantee but for the assumptions and conditions referred to above; thus, the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Award Units shall be null and void. The Grantee understands and agrees that, unless otherwise expressly provided as a condition of the grant of the Award Units, the termination of the Grantee’s continuous status as an employee for by any reason (including the Company or set forth reasons listed below) will automatically result in the Agreementloss of the Award Units to the extent the Award Units have not vested as of date the Grantee is no longer actively employed. In particular, the Grantee understands and agrees that any unvested Award Units as of the date the Grantee is no longer actively employed will be cancelled forfeited without entitlement to the underlying Shares or to any Shares if Participant terminates employment amount of indemnification in the event of the termination of the Grantee’s continuous status as an employee by reason of, including, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e.cause, subject individual or collective dismissal on objective grounds, whether adjudged or recognized to a “despido improcedente”)be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or unilateral withdrawal by the employing Subsidiary and under Article 10.3 of the Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine Grantee acknowledges that he or she has read and specifically accepts the date when Participant’s employment has terminated for purposes of the Award. Participant understands that the grant of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award shall be null and voidin this Appendix.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Ecolab Inc.)

Nature of Award. The following This provision supplements Section 7 9 of the Award Agreement: In accepting the grant of the Award, Participant Awardee consents to participate in the Plan and acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant Awardee understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Stock Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the worlda Subsidiary or Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basisor Affiliates, other than as expressly set forth in the Award Agreement. Consequently, Participant Awardee understands that the Stock Award is granted on the assumption and condition that the Stock Award and any the Shares acquired issued upon vesting settlement of the Stock Award shall not become a part of any employment contract (either with the Company or any of its SubsidiariesSubsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. FurtherAdditionally, Participant Awardee understands that the vesting of the Stock Award is expressly conditioned on Awardee's continued and agrees that, unless otherwise expressly provided for by active rendering of Service to the Company or set forth a Subsidiary or Affiliate such that if Awardee's Service is terminated for any reason (including for the reasons listed below but with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement), the Award will cease vesting immediately effective as of the Termination Date. This will be cancelled without entitlement to any Shares the case, for example, even if Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged (a) Awardee is considered to be with cause, disciplinary dismissal adjudged or recognized to be unfairly dismissed without good cause (i.e., subject to a "despido improcedente"); (b) Awardee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) Awardee's Service is terminated due to a change of work location, material modification duties or any other employment or contractual condition; (d) Awardee's Service is terminated due to unilateral breach of contract of the terms Company or any of employment under Article 41 its Subsidiaries or Affiliates; or (e) Awardee's Service is terminated for any other reason (with the exception of the Workers’ Statute, relocation under Article 40 circumstances specified in Section 4(b)-(d) of the Workers’ StatuteAward Agreement). Consequently, Article 50 upon termination of Service for any of the Workers’ Statuteabove reasons, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine Awardee will automatically lose any rights to the date when Participant’s employment Stock Award to the extent that it has terminated for purposes not yet become vested as of the AwardTermination Date, as described in the Award Agreement. Participant Awardee acknowledges that he or she has read and specifically accepts the conditions referred to above and in Section 4 of the Award Agreement. Finally, Awardee understands that the grant of this Stock Award would not be granted made to Awardee but for the assumptions and conditions referred to aboveherein; thus, Participant Awardee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any the grant of, or right to, the of this Stock Award shall be null and void. SWEDEN There are currently no country-specific provisions.

Appears in 1 contract

Samples: Global Stock Award Agreement (Keysight Technologies, Inc.)

Nature of Award. The following This provision supplements Section 7 ("Nature of Award") of the Stock Option Agreement: In By accepting the grant of Stock Option, the Award, Participant acknowledges that he or she consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the CompanyCorporation has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards the Stock Option under the Plan to individuals who may be employees of the Company or its Subsidiaries Eligible Individuals throughout the world. The This decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company Corporation or any of its Subsidiaries on an ongoing basisor Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award Stock Option is granted on the assumption and condition that the Award Stock Option and any Shares acquired issued upon vesting exercise of the Award shall Stock Option are not become a part of any employment or service contract (either with the Company Corporation or any of its SubsidiariesSubsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, unless otherwise expressly provided for by the Company Corporation or set forth in the Plan or the Agreement, any unvested portion of the Award Stock Option will be cancelled without entitlement to any Shares underlying the Stock Option if Participant terminates employment by reason ofthe Participant's status as an Eligible Individual is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, or under Article 10.3 of Royal Decree 1382/1985. The CommitteeCorporation, in its sole discretion, shall determine the date when the Participant’s employment 's status as an Eligible Individual has terminated for purposes of the AwardStock Option. In addition, the Participant understands that the this grant of this Award would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award Stock Option shall be null and void.. Notifications

Appears in 1 contract

Samples: Stock Option Agreement (Expedia Group, Inc.)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant Option, the Optionee acknowledges 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 Agreement; B. the Award 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 Award, Participant acknowledges that he or she consents to Company; D. the Optionee’s participation in the Plan and has received a copy of is voluntary; E. the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision Option is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company normal or any of its Subsidiaries) and shall not be considered a mandatory benefit, expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged 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 Company or any Subsidiary; F. in the event that the Optionee is not an employee of the Company or any Subsidiary, the Award and the Optionee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary; G. the future value of the underlying Shares is unknown and cannot be predicted with causecertainty; H. in consideration of the Option, disciplinary dismissal adjudged no claim or recognized entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares acquired upon exercise of the Option, resulting from termination of the Optionee’s Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Option, the Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee shall be without cause deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement; I. in the event of termination of the Optionee’s Continuous Service (i.e., subject to a “despido improcedente”whether or not in breach of local labor laws), material modification the Optionee’s right to receive Awards under the Plan and to vest in such Awards, if any, will terminate effective as of the terms date that the Optionee is no longer providing Continuous Services and will not be extended by any notice period mandated under local law (e.g., providing services would not include a period of employment under Article 41 “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of the Workers’ StatuteOptionee’s Continuous Service (whether or not in breach of local labor laws), relocation under Article 40 of the Workers’ Statute, Article 50 of Committee shall have the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall exclusive discretion to determine when the date when Participant’s employment has terminated Optionee is no longer providing Continuous Services for purposes of this Option; J. the Award. Participant understands that Company is not providing any tax, legal or financial advice, nor is the grant of this Award would not be granted but for Company making any recommendations regarding the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any Optionee’s participation in the Plan or all the Optionee’s acquisition or sale of the assumptions be mistaken or should underlying Shares; and K. the Optionee is hereby advised to consult with the Optionee’s own personal tax, legal and financial advisers regarding the Optionee’s participation in the Plan before taking any of action related to the conditions not be met for any reason, then any grant of, or right to, the Award shall be null and void.Plan. 3

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Knoll Inc)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the Restricted Stock, the Grantee acknowledges 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 Agreement; (b) the grant is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock, or benefits in lieu of Restricted Stock, even if Restricted Stock has been awarded repeatedly in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Award, Participant acknowledges that he or she consents to Company; (d) the Grantee’s participation in the Plan and has received a copy of is voluntary; (e) the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company normal or any of its Subsidiaries) and shall not be considered a mandatory benefit, expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged to redundancy, end of service payments, bonuses, long- service awards, pension or retirement or welfare benefits or similar payments and in no event should be with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without cause relating in any way to, past services for the Company or any Subsidiary; (i.e., subject to a “despido improcedente”), material modification f) in the event that the Grantee is not an employee of the terms of Company or any Subsidiary, this grant and the Grantee’s participation in the Plan will not be interpreted to form an employment under Article 41 or service contract or relationship with the Company or any Subsidiary; (g) the future value of the Workers’ StatuteRestricted Stock is unknown and cannot be predicted with certainty; (h) in consideration of this grant, relocation under Article 40 no claim or entitlement to compensation or damages shall arise from termination of this Agreement or diminution in value of the Workers’ StatuteRestricted Stock acquired upon vesting, Article 50 resulting from termination of the Workers’ Statute, Grantee’s Continuous Service by the Company or under Article 10.3 any Subsidiary (for any reason whatsoever and whether or not in breach of Royal Decree 1382/1985. The Committee, local labor laws) and in its sole discretion, shall determine the date when Participant’s employment has terminated for purposes of the Award. Participant understands that the grant consideration of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right togrant, the Award shall be null and void.Grantee irrevocably releases the 3

Appears in 1 contract

Samples: Restricted Stock Agreement (Knoll Inc)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant award, 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 in a manner consistent with Section 13 of the AwardPlan regarding Plan a 2 mendment and termination and, Participant acknowledges that he in addition, the RSUs are subject to modification and adjustment under Section 6(b) of the Plan. (b)the award of the RSUs is voluntary and occasional and does not create any contractual or she consents other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; (c)all decisions with respect to future RSU awards, if any, will be at the sole discretion of the Committee or its authorized delegate, as applicable; (d)Employee’s participation in the Plan and has received a copy of the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries) Employer and shall not interfere with the ability of the Employer to terminate Employee’s employment relationship at any time; further, the RSU award and Employee’s participation in the Plan will not be considered a mandatory benefitinterpreted to form an employment contract or relationship with the Employer; (e)Employee is voluntarily participating in the Plan; (f)the RSUs and the shares of Common Stock subject to the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of Employee’s employment contract, if any; (g)the RSUs and the shares of Common Stock subject to the RSUs are not intended to replace any pension rights or compensation; (h)the RSUs and the shares of Common Stock subject to the RSUs are not part of normal or expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged to 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 with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without cause relating in any way to, past services for the Employer; (i.e., subject to a “despido improcedente”), material modification i)the future value of the terms underlying shares of employment under Article 41 Common Stock is unknown and cannot be predicted with certainty; (j)in consideration of the Workers’ Statute, relocation under Article 40 award of the Workers’ StatuteRSUs, Article 50 no claim or entitlement to compensation or damages shall arise from forfeiture of the Workers’ StatuteRSUs, or under Article 10.3 including, but not limited to, forfeiture resulting from termination of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when ParticipantEmployee’s employment has terminated for purposes of with the Award. Participant understands that the grant of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met Employer (for any reasonreason whatsoever and whether or not in breach of local labor laws) and Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, then notwithstanding the foregoing, any grant ofsuch claim is found by a court of competent jurisdiction to have arisen, or right to, the Award Employee shall be null deemed irrevocably to have waived Employee’s entitlement to pursue such claim; and void(k)subject to the provisions in the Plan regarding Change in Control, RSUs 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. 12.

Appears in 1 contract

Samples: www.sec.gov

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant Award, the Grantee acknowledges 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 Agreement; (b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Stock Units, or benefits in lieu of Stock Units, even if Stock Units 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 Award, Participant acknowledges that he or she consents to Company; (d) the Grantee’s participation in the Plan and has received a copy of the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that voluntary; (e) the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company normal or any of its Subsidiaries) and shall not be considered a mandatory benefit, expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged to redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without cause relating in any way to, past services for the Company or any Subsidiary; (i.e., subject to a “despido improcedente”), material modification f) in the event that the Grantee is not an employee of the terms of Company or any Subsidiary, the Award and the Grantee’s participation in the Plan will not be interpreted to form an employment under Article 41 or service contract or relationship with the Company or any Subsidiary; (g) the future value of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, underlying Shares is unknown and cannot be predicted with certainty; (h) in its sole discretion, shall determine the date when Participant’s employment has terminated for purposes consideration of the Award. Participant understands that , no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or Shares acquired upon vesting of the Award, resulting from termination of the Grantee’s employment by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, the Grantee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award would Agreement, the Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement; (i) in the event of termination of the Grantee’s employment (whether or not in breach of local labor laws), the Grantee’s right to receive Awards under the Plan and to vest in such Awards, if any, will terminate effective as of the date that the Grantee is no longer providing services and will not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should extended by any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award shall be null and void.6

Appears in 1 contract

Samples: Performance Based Stock Unit Agreement (Knoll Inc)

Nature of Award. The following provision supplements Section 7 of the Agreement: In By entering into this Agreement and accepting the grant of Restricted Stock Units evidenced hereby, the AwardGrantee acknowledges, Participant acknowledges that he or she consents to understands, and agrees that: (a) the Grantee’s participation in the Plan and has received a copy of the Plan. Participant understands that is voluntary; (b) this Award is made solely by the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Company is solely responsible for the administration of the Plan to individuals who and the Grantee’s participation in the Plan; (c) the Plan is established voluntarily by the Company, is discretionary in nature, and may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for terminated by the Company or at any time, except as otherwise set forth in the AgreementPlan; (d) the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if such awards have been awarded in the Award past; (e) all decisions with respect to future awards, if any, will be cancelled without entitlement at the sole discretion of the Company; (f) this Award and the underlying shares of Common Stock, and the income from and value of same, are not intended to replace any Shares if Participant terminates employment by reason ofpension rights or compensation; (g) this Award and the underlying shares of Common Stock, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to: , calculating any vacation, severance, resignation, termination, redundancy, dismissal, or end- of-service payments; bonuses; long-service awards; pension, retirement, disciplinary dismissal adjudged or welfare benefits; or similar payments; (h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out, or substituted, in connection with cause, disciplinary dismissal adjudged or recognized to be without cause any corporate transaction affecting the Common Stock; (i.e., subject to a “despido improcedente”), material modification i) the value of the terms underlying shares of employment under Article 41 of Common Stock is not fixed and may increase or decrease in value over the Workers’ Statute, relocation under Article 40 of vesting period without compensation to the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when Participant’s employment has terminated for purposes of the Award. Participant understands that the grant of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award shall be null and void.Grantee;

Appears in 1 contract

Samples: Grant Restricted Stock Unit Award Agreement (WEX Inc.)

Nature of Award. The following This provision supplements Section 7 9 of the Award Agreement: In accepting the grant of the Award, Participant Awardee consents to participate in the Plan and acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant Awardee understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Stock Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the worlda Subsidiary or Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basisor Affiliates, other than as expressly set forth in the Award Agreement. Consequently, Participant Awardee understands that the Stock Award is granted on the assumption and condition that the Stock Award and any the Shares acquired issued upon vesting settlement of the Stock Award shall not become a part of any employment contract (either with the Company or any of its SubsidiariesSubsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. FurtherAdditionally, Participant Awardee understands that the vesting of the Stock Award is expressly conditioned on Awardee’s continued and agrees that, unless otherwise expressly provided for by active rendering of Service to the Company or set forth a Subsidiary or Affiliate such that if Awardee’s Service is terminated for any reason (including for the reasons listed below but with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement), the Award will cease vesting immediately effective as of the Termination Date. This will be cancelled without entitlement to any Shares the case, for example, even if Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged (a) Awardee is considered to be with unfairly dismissed without good cause, ; (b) Awardee is dismissed for disciplinary dismissal adjudged or recognized to be without cause (i.e., subject objective reasons or due to a “despido improcedente”)collective dismissal; (c) Awardee’s Service is terminated due to a change of work location, material modification duties or any other employment or contractual condition; (d) Awardee’s Service is terminated due to unilateral breach of contract of the terms Company or any of employment under Article 41 its Subsidiaries or Affiliates; or (e) Awardee’s Service is terminated for any other reason (with the exception of the Workers’ Statute, relocation under Article 40 circumstances specified in Section 4(b)-(d) of the Workers’ StatuteAward Agreement). Consequently, Article 50 upon termination of Service for any of the Workers’ Statuteabove reasons, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine Awardee will automatically lose any rights to the date when Participant’s employment Stock Award to the extent that it has terminated for purposes not yet become vested as of the AwardTermination Date, as described in the Award Agreement. Participant Awardee acknowledges that he or she has read and specifically accepts the conditions referred to above and in Section 4 of the Award Agreement. Finally, Awardee understands that the grant of this Stock Award would not be granted made to Awardee but for the assumptions and conditions referred to aboveherein; thus, Participant Awardee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any the grant of, or right to, the of this Stock Award shall be null and void.

Appears in 1 contract

Samples: Global Stock Award Agreement (Keysight Technologies, Inc.)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant of Cash Units, the Award, Participant Grantee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant Exhibit 10.6 The Grantee understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards Cash Units under the Plan to individuals who may be employees of the Company or its Subsidiaries Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basisAffiliates over and above the specific terms of the Plan. Consequently, Participant the Grantee understands that the Award is Cash Units are granted on the assumption and condition that the Award Cash Units and any Shares acquired upon vesting of the Award cash received in connection with such Awards shall not become a part of any employment contract (either with the Company or any of its SubsidiariesAffiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant the Grantee understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award Cash Units will be cancelled without entitlement to any Shares Stock if Participant terminates employment by reason ofthe Grantee ceases to be an eligible participant for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The CommitteeCompany, in its sole discretion, shall determine the date when Participantthe Grantee’s employment status as an eligible participant has terminated for purposes of the AwardCash Units. Participant ​ In addition, the Grantee understands that the this grant of this Award would not be granted made to the Grantee but for the assumptions and conditions referred to above; thus, Participant the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award of Cash Units shall be null and void.. ​ UNITED KINGDOM ​

Appears in 1 contract

Samples: Cash Unit Agreement (Trinseo PLC)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant Award, the Grantee acknowledges 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 Agreement; (b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Stock Units, or benefits in lieu of Stock Units, even if Stock Units 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 Award, Participant acknowledges that he or she consents to Company; (d) the Grantee’s participation in the Plan and has received a copy of the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that voluntary; (e) the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company normal or any of its Subsidiaries) and shall not be considered a mandatory benefit, expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged 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 Company or any Subsidiary; (f) in the event that the Grantee is not an employee of the Company or any Subsidiary, the Award and the Grantee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary; (g) the future value of the underlying Shares is unknown and cannot be predicted with causecertainty; (h) in consideration of the Award, disciplinary dismissal adjudged no claim or recognized entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or Shares acquired upon vesting of the Award, resulting from termination of the Grantee’s employment by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, the Grantee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Grantee shall be without cause deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement; (i.e., subject to a “despido improcedente”i) in the event of termination of the Grantee’s employment (whether or not in breach of local labor laws), material modification the Grantee’s right to receive Awards under the Plan and to vest in such Awards, if any, will terminate effective as of the terms date that the Grantee is no longer providing services and will not be extended by any notice period mandated under local law (e.g., providing services would not include a period of employment under Article 41 “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when ParticipantGrantee’s employment has terminated (whether or not in breach of local labor laws), the Committee shall have the exclusive discretion to determine when the Grantee is no longer providing services for purposes of this Award; (j) the Award. Participant understands that Company is not providing any tax, legal or financial advice, nor is the grant of this Award would not be granted but for Company making any recommendations regarding the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any Grantee’s participation in the Plan or all the Grantee’s acquisition or sale of the assumptions be mistaken or should underlying Shares; and (k) the Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and financial advisers regarding the Grantee’s participation in the Plan before taking any of action related to the conditions not be met for any reason, then any grant of, or right to, the Award shall be null and voidPlan. 14.

Appears in 1 contract

Samples: www.sec.gov

Nature of Award. The following This provision supplements Section 7 9 of the Award Agreement: In accepting the grant of the Award, Participant Awardee consents to participate in the Plan and acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant Awardee understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Stock Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the worlda Subsidiary or Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates, other than as expressly set 1 A shadow director is an individual who is not on an ongoing basisthe board of directors of a company but who has sufficient control so that the board of directors acts in accordance with the "directions or instructions" of the individual. forth in the Award Agreement. Consequently, Participant Awardee understands that the Stock Award is granted on the assumption and condition that the Stock Award and any the Shares acquired issued upon vesting settlement of the Stock Award shall not become a part of any employment contract (either with the Company or any of its SubsidiariesSubsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. FurtherAdditionally, Participant Awardee understands that the vesting of the Stock Award is expressly conditioned on Awardee's continued and agrees that, unless otherwise expressly provided for by active rendering of Service to the Company or set forth a Subsidiary or Affiliate such that if Awardee's Service is terminated for any reason (including for the reasons listed below but with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement), the Award will cease vesting immediately effective as of the Termination Date. This will be cancelled without entitlement to any Shares the case, for example, even if Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged (a) Awardee is considered to be with cause, disciplinary dismissal adjudged or recognized to be unfairly dismissed without good cause (i.e., subject to a "despido improcedente"); (b) Awardee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) Awardee's Service is terminated due to a change of work location, material modification duties or any other employment or contractual condition; (d) Awardee's Service is terminated due to unilateral breach of contract of the terms Company or any of employment under Article 41 its Subsidiaries or Affiliates; or (e) Awardee's Service is terminated for any other reason (with the exception of the Workers’ Statute, relocation under Article 40 circumstances specified in Section 4(b)-(d) of the Workers’ StatuteAward Agreement). Consequently, Article 50 upon termination of Service for any of the Workers’ Statuteabove reasons, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine Awardee will automatically lose any rights to the date when Participant’s employment Stock Award to the extent that it has terminated for purposes not yet become vested as of the AwardTermination Date, as described in the Award Agreement. Participant Awardee acknowledges that he or she has read and specifically accepts the conditions referred to above and in Section 4 of the Award Agreement. Finally, Awardee understands that the grant of this Stock Award would not be granted made to Awardee but for the assumptions and conditions referred to aboveherein; thus, Participant Awardee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any the grant of, or right to, the of this Stock Award shall be null and void.

Appears in 1 contract

Samples: Global Stock Award Agreement (Keysight Technologies, Inc.)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant award, Employee acknowledges that: 3 (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 in a manner consistent with provisions of the AwardPlan regarding Plan amendment and termination and, Participant acknowledges that he in addition, the Options are subject to modification and adjustment pursuant to the terms of the Plan, the award of the Options is voluntary and occasional and does not create any contractual or she consents other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past; (b) all decisions with respect to future Options awards, if any, will be at the sole discretion of the Committee or its authorized delegate, as applicable; (c) Employee’s participation in the Plan and has received a copy of the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries) Employer and shall not interfere with the ability of the Employer to terminate Employee’s employment relationship at any time; further, the Options award and Employee’s participation in the Plan will not be considered a mandatory benefitinterpreted to form an employment contract or relationship with the Employer; (d) Employee is voluntarily participating in the Plan; (e) the 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 Employer, and which is outside the scope of Employee’s employment contract, if any; (f) the Options and the shares of Common Stock subject to the Options are not intended to replace any pension rights or compensation; (g) 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 severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged 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 Employer; (h) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; (i) in consideration of the award of the Options, 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 Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Employee irrevocably releases the 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, Employee shall be with cause, disciplinary dismissal adjudged or recognized deemed irrevocably to be without cause have waived Employee’s entitlement to pursue such claim; and (i.e., 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 “despido improcedente”)merger, material modification take-over or transfer of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985liability. The Committee, in its sole discretion, shall determine the date when Participant’s employment has terminated for purposes of the Award. Participant understands that the grant of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award shall be null and void10.

Appears in 1 contract

Samples: www.sec.gov

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the Restricted Stock, the Grantee acknowledges 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 Agreement; (b) the grant is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock, or benefits in lieu of Restricted Stock, even if Restricted Stock has been awarded repeatedly in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Award, Participant acknowledges that he or she consents to Company; (d) the Grantee’s participation in the Plan and has received a copy of is voluntary; (e) the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company normal or any of its Subsidiaries) and shall not be considered a mandatory benefit, expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged to redundancy, end of service payments, bonuses, long- service awards, pension or retirement or welfare benefits or similar payments and in no event should be with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without cause relating in any way to, past services for the Company or any Subsidiary; (i.e., subject to a “despido improcedente”), material modification f) in the event that the Grantee is not an employee of the terms of Company or any Subsidiary, this grant and the Grantee’s participation in the Plan will not be interpreted to form an employment under Article 41 or service contract or relationship with the Company or any Subsidiary; (g) the future value of the Workers’ StatuteRestricted Stock is unknown and cannot be predicted with certainty; (h) in consideration of this grant, relocation under Article 40 no claim or entitlement to compensation or damages shall arise from termination of this Agreement or diminution in value of the Workers’ StatuteRestricted Stock acquired upon vesting, Article 50 resulting from termination of the Workers’ Statute, Grantee’s Continuous Service by the Company or under Article 10.3 any Subsidiary (for any reason whatsoever and whether or not in breach of Royal Decree 1382/1985. The Committee, local labor laws) and in its sole discretion, shall determine the date when Participant’s employment has terminated for purposes of the Award. Participant understands that the grant consideration of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right togrant, the Award shall be null and void.Grantee irrevocably releases the

Appears in 1 contract

Samples: Restricted Stock Agreement (Millerknoll, Inc.)

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Nature of Award. (a) The following provision supplements Section 7 of Plan is established voluntarily by the Agreement: In accepting Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the grant of the AwardCompany at any time, Participant acknowledges that he or she consents to participation unless otherwise provided in the Plan and has received a copy this Award Agreement; (a) The grant of the Plan. Participant understands that Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past; (c) All decisions with respect to future grants of Restricted Stock Units, if any, will be at the sole discretion of the Company, ; (d) Participation in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan is voluntary; (e) The Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to individuals who may be employees of the Company or its Subsidiaries throughout the world. Subsidiary (or affiliate), and which is outside the scope of the Grantee’s employment contract, if any; (f) The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company normal or any of its Subsidiaries) and shall not be considered a mandatory benefit, expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged to be with causeredundancy, disciplinary dismissal adjudged end of service payments, bonuses, long-service awards, pension or recognized to be without cause retirement benefits or similar payments; (i.e., subject to a “despido improcedente”), material modification g) In consideration of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when Participant’s employment has terminated for purposes grant of the Award. Participant understands , no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award resulting from termination of the Grantee’s active employment by the Company or the Subsidiary (or affiliate) (for any reason whatsoever and whether or not in breach of local labor laws) and the Grantee shall release the Company and the 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 Award Agreement, the Grantee shall be deemed irrevocably to have waived the Grantee’s entitlement to pursue such claim; and (h) Notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Grantee’s employment (whether or not in breach of local labor laws), the Grantee’s right to receive the Award and vest in Restricted Stock Units under the Plan, if any, will terminate effective as of the date that the grant of this Award Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Grantee’s right to vest in Restricted Stock Unit after termination of employment, if any, will be granted but for measured by the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all date of termination of the assumptions be mistaken or should any of the conditions Grantee’s active employment and will not be met for extended by any reason, then any grant of, or right to, the Award shall be null and voidnotice period mandated under local law. 8.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Kinetic Concepts Inc /Tx/)

Nature of Award. The following This provision supplements Section 7 8 (“Nature of Award”) of the Performance Stock Unit Agreement: In By accepting the grant of PSUs, the Award, Participant acknowledges that he or she consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the CompanyCorporation has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards PSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries Eligible Individuals throughout the world. The This decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company Corporation or any of its Subsidiaries on an ongoing basisor Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is PSUs are granted on the assumption and condition that the Award PSUs and any Shares acquired issued upon vesting of the Award shall PSUs are not become a part of any employment or service contract (either with the Company Corporation or any of its SubsidiariesSubsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, unless otherwise expressly provided for by the Company Corporation or set forth in the Plan or the Agreement, the Award any unvested PSUs will be cancelled without entitlement to any Shares underlying the PSUs if Participant terminates employment by reason ofthe Participant’s status as an Eligible Individual is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The CommitteeCorporation, in its sole discretion, shall determine the date when the Participant’s employment status as an Eligible Individual has terminated for purposes of the AwardPSUs. In addition, the Participant understands that the this grant of this Award would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award PSUs shall be null and void.. Notifications

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Expedia Group, Inc.)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant award, 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 in a manner consistent with Section 13 of the AwardPlan regarding Plan amendment and termination and, Participant acknowledges that he in addition, the RSUs are subject to modification and adjustment under Section 6(b) of the Plan. 2 (b)the award of the RSUs is voluntary and occasional and does not create any contractual or she consents other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; (c)all decisions with respect to future RSU awards, if any, will be at the sole discretion of the Committee or its authorized delegate, as applicable; (d)Employee’s participation in the Plan and has received a copy of the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries) Employer and shall not interfere with the ability of the Employer to terminate Employee’s employment relationship at any time; further, the RSU award and Employee’s participation in the Plan will not be considered a mandatory benefitinterpreted to form an employment contract or relationship with the Employer; (e)Employee is voluntarily participating in the Plan; (f)the RSUs and the shares of Common Stock subject to the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of Employee’s employment contract, if any; (g)the RSUs and the shares of Common Stock subject to the RSUs are not intended to replace any pension rights or compensation; (h)the RSUs and the shares of Common Stock subject to the RSUs are not part of normal or expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged to 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 with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without cause relating in any way to, past services for the Employer; (i.e., subject to a “despido improcedente”), material modification i)the future value of the terms underlying shares of employment under Article 41 Common Stock is unknown and cannot be predicted with certainty; (j)in consideration of the Workers’ Statute, relocation under Article 40 award of the Workers’ StatuteRSUs, Article 50 no claim or entitlement to compensation or damages shall arise from forfeiture of the Workers’ StatuteRSUs, or under Article 10.3 including, but not limited to, forfeiture resulting from termination of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when ParticipantEmployee’s employment has terminated for purposes of with the Award. Participant understands that the grant of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met Employer (for any reasonreason whatsoever and whether or not in breach of local labor laws) and Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, then notwithstanding the foregoing, any grant ofsuch claim is found by a court of competent jurisdiction to have arisen, or right to, the Award Employee shall be null deemed irrevocably to have waived Employee’s entitlement to pursue such claim; and void(k)subject to the provisions in the Plan regarding Change in Control, RSUs 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. 10.

Appears in 1 contract

Samples: www.sec.gov

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant of Restricted Stock Units, the Award, Participant Grantee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant ​ The Grantee understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Subsidiaries Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basisAffiliates over and above the specific terms of the Plan. Consequently, Participant the Grantee understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award Restricted Stock Units and any Shares the Stock acquired upon vesting lapse of the Award restrictions relating to the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any of its SubsidiariesAffiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant the Grantee understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award Restricted Stock Units will be cancelled without entitlement to any Shares Stock if Participant terminates employment by reason ofthe Grantee ceases to be an eligible participant for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The CommitteeCompany, in its sole discretion, shall determine the date when Participantthe Grantee’s employment status as an eligible participant has terminated for purposes of the AwardRestricted Stock Units. Participant ​ In addition, the Grantee understands that the this grant of this Award would not be granted made to the Grantee but for the assumptions and conditions referred to above; thus, Participant the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award of Restricted Stock Units shall be null and void.. ​ Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Trinseo S.A.)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant Award, the Grantee acknowledges 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 Agreement; (b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Stock Units, or benefits in lieu of Stock Units, even if Stock Units 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 Award, Participant acknowledges that he or she consents to Company; (d) the Grantee’s participation in the Plan and has received a copy of the Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that voluntary; (e) the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company normal or any of its Subsidiaries) and shall not be considered a mandatory benefit, expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculating any severance, resignation, retirementtermination, disciplinary dismissal adjudged 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 Company or any Subsidiary; (f) in the event that the Grantee is not an employee of the Company or any Subsidiary, the Award and the Grantee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary; (g) the future value of the underlying Shares is unknown and cannot be predicted with causecertainty; (h) in consideration of the Award, disciplinary dismissal adjudged no claim or recognized entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or Shares acquired upon vesting of the Award, resulting from termination of the Grantee’s Continuous Service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, the Grantee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Grantee shall be without cause deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement; (i.e., subject to a “despido improcedente”i) in the event of termination of the Grantee’s Continuous Service (whether or not in breach of local labor laws), material modification the Grantee’s right to receive Awards under the Plan and to vest in such Awards, if any, will terminate effective as of the terms date that the Grantee is no longer providing services and will not be extended by any notice period mandated under local law (e.g., providing services would not include a period of employment under Article 41 “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of the Workers’ StatuteGrantee’s Continuous Service (whether or not in breach of local labor laws), relocation under Article 40 of the Workers’ Statute, Article 50 of Committee shall have the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall exclusive discretion to determine when the date when Participant’s employment has terminated Grantee is no longer providing services for purposes of this Award; (j) the Award. Participant understands that Company is not providing any tax, legal or financial advice, nor is the grant of this Award would not be granted but for Company making any recommendations regarding the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any Grantee’s participation in the Plan or all the Grantee’s acquisition or sale of the assumptions be mistaken or should underlying Shares; and (k) the Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and financial advisers regarding the Grantee’s participation in the Plan before taking any of action related to the conditions not be met for any reason, then any grant of, or right to, the Award shall be null and void.Plan. 14. Data Privacy. 6

Appears in 1 contract

Samples: Performance Based Stock Unit Agreement (Knoll Inc)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant of Restricted Stock Units, the Award, Participant Grantee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant ​ The Grantee understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Subsidiaries Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basisAffiliates over and above the specific terms of the Plan. Consequently, Participant the Grantee understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award Restricted Stock Units and any Shares the Stock acquired upon vesting lapse of the Award restrictions relating to the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any of its SubsidiariesAffiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant the Grantee understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award Restricted Stock Units will be cancelled without entitlement to any Shares Stock if Participant terminates employment by reason ofthe Grantee ceases to be an eligible participant for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The CommitteeCompany, in its sole discretion, shall determine the date when Participantthe Grantee’s employment status as an eligible participant has terminated for purposes of the AwardRestricted Stock Units. Participant ​ In addition, the Grantee understands that the this grant of this Award would not be granted made to the Grantee but for the assumptions and conditions referred to above; thus, Participant the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award of Restricted Stock Units shall be null and void.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Trinseo PLC)

Nature of Award. The following provision supplements Section 7 of the Agreement: In accepting the grant of Units, the Award, Participant Holder acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant The Holder understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards Units under the Plan to individuals who may be employees of the Company or its Subsidiaries Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries Affiliate on an ongoing basis. Consequently, Participant the Holder understands that the Award is Units are granted on the assumption and condition that the Award Units and any the Shares acquired upon vesting lapse of the Award restrictions relating to the Units shall not become a part of any employment contract (either with the Company or any of its Subsidiariesthe Company's Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. FurtherIn addition, Participant the Holder understands that this grant would not be made to the Holder but for the assumptions and conditions referred to above; thus, the Holder acknowledges and freely accepts that should any or all of 1 A shadow director is an individual who is not on the board of the Singapore Affiliate but who has sufficient control so that the board of directors acts in accordance with the “directions or instructions” of the individual. the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Units shall be null and void. The Holder understands and agrees that, unless otherwise expressly provided as a condition of the grant of the Units, the termination of the Holder’s continuous status as an employee for by any reason (including the Company or set forth reasons listed below) will automatically result in the Agreementloss of the Units to the extent the Units have not vested as of date the Holder is no longer actively employed. In particular, the Award Holder understands and agrees that any unvested Units as of the date the Holder is no longer actively employed will be cancelled forfeited without entitlement to the underlying Shares or to any Shares if Participant terminates employment amount of indemnification in the event of the termination of the Holder’s continuous status as an employee by reason of, including, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e.cause, subject individual or collective dismissal on objective grounds, whether adjudged or recognized to a “despido improcedente”)be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or unilateral withdrawal by the employer and under Article 10.3 of the Royal Decree 1382/1985. The CommitteeHolder acknowledges that he or she has read and specifically accepts the conditions referred to in this Appendix. Securities Law Information. No “offer of securities to the public,” within the meaning of Spanish law, has taken place or will take place in its sole discretionthe Spanish territory in connection with the Units. The Plan, shall determine the date when Participant’s employment has terminated for purposes of the Award. Participant understands that Agreement (including this Appendix) and any other documents evidencing the grant of this Award would the Units have not be granted but for been, nor will they be, registered with the assumptions Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator), and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all none of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award shall be null and voidthose documents constitutes a public offering prospectus.

Appears in 1 contract

Samples: Unit Award Agreement (Weatherford International PLC)

Nature of Award. The following provision supplements replaces Section 7 9 of the AgreementExhibit A: In accepting the Award of Restricted Stock Units, Participant acknowledges, understands, and agrees that: the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; the grant of the AwardRestricted Stock Units is exceptional, Participant acknowledges that he voluntary and occasional and does not create any contractual or she consents other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past; all decisions with respect to future restricted stock units or other grants, if any, will be at the sole discretion of the Company; the Award of Restricted Stock Units and Participant’s participation in the Plan and has received shall not create a copy of the Plan. Participant understands that right to employment or be interpreted as forming an employment or service contract with the Company, in its sole discretionthe Employer, has unilaterally and gratuitously decided to grant Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares acquired upon vesting of the Award shall not become a part of any employment contract (either with the Company Parent or any of its Subsidiaries) Subsidiary and shall not be considered interfere with the ability of the Company, the Employer, or any Parent or Subsidiary to terminate Participant’s status as a mandatory benefitService Provider (if any); Participant is voluntarily participating in the Plan; the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not part of normal or expected compensation or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if Participant terminates employment by reason ofpurposes, including, but not limited to: , calculation of any severance, resignation, retirementtermination, disciplinary dismissal adjudged redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments; the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; Aeohive – Confidential – Notice of Grant & Grant Agreement (6-2018) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant’s termination as a Service Provider (for any reason whatsoever and whether or not later found to be with cause, disciplinary dismissal adjudged invalid or recognized to be without cause (i.e., subject to in breach of employment laws in the jurisdiction where Participant is engaged as a “despido improcedente”), material modification of Service Provider or the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when Participant’s employment has terminated or service agreement, if any); for purposes of the Award. Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date he or she is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and regardless of whether later found to be invalid or in breach of employment laws in the jurisdiction where Participant understands that is engaged as a Service Provider or the grant terms of Participant’s employment or service agreement, if any), and, unless otherwise expressly provided in this Award Grant Agreement, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the period during which Participant is considered a Service Provider would not be granted but include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is engaged as a Service Provider or the terms of Participant’s employment or service agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all purposes of the assumptions be mistaken or should any Restricted Stock Units (including, subject to Section 12 of the conditions not Plan, whether Participant may still be met considered to be providing services while on a leave of absence); and neither the Company nor the Employer nor any Parent or Subsidiary will be liable for any reason, then foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any grant of, amounts due to Participant pursuant to the Restricted Stock Units or right to, the Award shall be null and voidsubsequent sale of any Shares acquired under the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Aerohive Networks, Inc)

Nature of Award. The following This provision supplements Section 7 9 of the Award Agreement: In accepting the grant of the Award, Participant Awardee consents to participate in the Plan and acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant Awardee understands that the CompanyCompany has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Stock Awards under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the worlda Subsidiary or Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basisor Affiliates, other than as expressly set forth in the Award Agreement. Consequently, Participant Awardee understands that the Stock Award is granted on the assumption and condition that the Stock Award and any the Shares acquired issued upon vesting settlement of the Stock Award shall not become a part of any employment contract (either with the Company or any of its SubsidiariesSubsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. FurtherAdditionally, Participant Awardee understands that the vesting of the Stock Award is expressly conditioned on Awardee’s continued and agrees that, unless otherwise expressly provided for by active rendering of Service to the Company or set forth a Subsidiary or Affiliate such that if Awardee’s Service is terminated for any reason (including for the reasons listed below but with the exception of the circumstances specified in Section 4(b)-(d) of the Award Agreement), the Award will cease vesting immediately effective as of the Termination Date. This will be cancelled without entitlement to any Shares the case, for example, even if Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged (a) Awardee is considered to be with unfairly dismissed without good cause, ; (b) Awardee is dismissed for disciplinary dismissal adjudged or recognized to be without cause (i.e., subject objective reasons or due to a “despido improcedente”)collective dismissal; (c) Awardee’s Service is terminated due to a change of work location, material modification duties or any other employment or contractual condition; (d) Awardee’s Service is terminated due to unilateral breach of contract of the terms Company or any of employment under Article 41 its Subsidiaries or Affiliates; or (e) Awardee’s Service is terminated for any other reason (with the exception of the Workers’ Statute, relocation under Article 40 circumstances specified in Section 4(b)-(d) of the Workers’ StatuteAward Agreement). Consequently, Article 50 upon termination of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when Participant’s employment has terminated Service for purposes of the Award. Participant understands that the grant of this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions above reasons, Awardee will automatically lose any rights to the Stock Award to the extent that it has not be met for any reasonyet become vested as of the Termination Date, then any grant of, or right to, the Award shall be null and void.as

Appears in 1 contract

Samples: Global Stock Award Agreement (Keysight Technologies, Inc.)

Nature of Award. The following This provision supplements Section 7 8 (“Nature of Award”) of the Restricted Stock Unit Agreement: In By accepting the grant of Restricted Stock Units, the Award, Participant acknowledges that he or she consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the CompanyCorporation has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Subsidiaries Eligible Individuals throughout the world. The This decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company Corporation or any of its Subsidiaries on an ongoing basisor Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award Restricted Stock Units and any Shares acquired issued upon vesting of the Award shall Restricted Stock Units are not become a part of any employment or service contract (either with the Company Corporation or any of its SubsidiariesSubsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, unless otherwise expressly provided for by the Company Corporation or set forth in the Plan or the Agreement, the Award any unvested Restricted Stock Units will be cancelled without entitlement to any Shares underlying the Restricted Stock Units if Participant terminates employment by reason ofthe Participant’s status as an Eligible Individual is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The CommitteeCorporation, in its sole discretion, shall determine the date when the Participant’s employment status as an Eligible Individual has terminated for purposes of the AwardRestricted Stock Units. In addition, the Participant understands that the this grant of this Award would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award Restricted Stock Units shall be null and void.. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Expedia, Inc.)

Nature of Award. The following This provision supplements Section 7 8 ("Nature of Award") of the Performance Stock Unit Agreement: In By accepting the grant of PSUs, the Award, Participant acknowledges that he or she consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the CompanyCorporation has unilaterally, in its sole discretion, has unilaterally gratuitously and gratuitously discretionally decided to grant Awards PSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries Eligible Individuals throughout the world. The This decision is a limited decision that is entered into upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company Corporation or any of its Subsidiaries on an ongoing basisor Affiliates other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is PSUs are granted on the assumption and condition that the Award PSUs and any Shares acquired issued upon vesting of the Award shall PSUs are not become a part of any employment or service contract (either with the Company Corporation or any of its SubsidiariesSubsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, unless otherwise expressly provided for by the Company Corporation or set forth in the Plan or the Agreement, the Award any unvested PSUs will be cancelled without entitlement to any Shares underlying the PSUs if Participant terminates employment by reason ofthe Participant's status as an Eligible Individual is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., A-19 subject to a "despido improcedente"), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, or under Article 10.3 of Royal Decree 1382/1985. The CommitteeCorporation, in its sole discretion, shall determine the date when the Participant’s employment 's status as an Eligible Individual has terminated for purposes of the AwardPSUs. In addition, the Participant understands that the this grant of this Award would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Award PSUs shall be null and void.. Notifications

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Expedia Group, Inc.)

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