Nature of Grant. By accepting the Restricted Stock Units, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan; (b) the grant of Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any); (e) the Participant is voluntarily participating in the Plan; (f) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not intended to replace any pension rights or compensation; (g) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any; (h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments; (i) the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the future; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); and (k) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Company Common Stock or any amounts due pursuant to the issuance of the shares of Company Common Stock, or the subsequent sale of any shares of Company Common Stock acquired under the Plan.
Appears in 5 contracts
Samples: Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp), Performance Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp), Performance Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp)
Nature of Grant. By In accepting the Restricted Stock Units, the Participant Awardee expressly acknowledges, understands and agrees thatto the following:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be terminated, suspended or amended terminated by the Company at any time, to the extent permitted by except as otherwise set forth in the Plan;
(b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units or other awards have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other Unit grants, if any, will be at the sole discretion of the Company;
(d) the grant this Award Agreement does not confer upon Awardee any rights with respect to continuation of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, by the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the ParticipantAwardee’s employment or service relationship (if any)) at any time;
(e) the Participant Restricted Stock Unit grant and Awardee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate;
(f) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(g) Awardee is voluntarily participating in the Plan;
(fh) for Awardees who reside outside the U.S., the following additional provisions shall apply:
(i) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gii) the Restricted Stock Units and any the underlying shares of Company Common Stock acquired under the PlanStock, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, Employer and which are outside the scope of the ParticipantAwardee’s employment and the Participant’s employment or service agreementcontract, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(i) the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the future;
(jiii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the ParticipantAwardee’s employment or service agreementby the Company or the Employer (whether or not in breach of local labor laws) and in consideration of the grant of the Restricted Stock Units to which Awardee is otherwise not entitled, Awardee irrevocably agrees never to institute any claim against the Company or any Affiliate, waives his or her ability, if any), to bring any such claim and releases the Company and any Affiliate from any such claim, if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Awardee shall be deemed to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(kiv) neither the CompanyEmployer, the Employer Company nor any other Subsidiary its Affiliates shall be liable for any foreign exchange rate fluctuation between the ParticipantAwardee’s local currency and the United States Dollar that may affect the value of the shares of Company Common Stock Award or any amounts due to Awardee pursuant to the issuance settlement of the shares of Company Common StockAward, or the subsequent sale of any shares of Company Common Stock acquired under the PlanPlan or the receipt of any dividends or dividend equivalents.
Appears in 4 contracts
Samples: Restricted Stock Unit Agreement (Citrix Systems Inc), Restricted Stock Unit Agreement (Citrix Systems Inc), Global Restricted Stock Unit Agreement (Citrix Systems Inc)
Nature of Grant. By In accepting the Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units or other awards, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units restricted stock units or other grantsawards, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units Award and the Participant’s participation in the Plan shall not create a right to employment or other service relationship, or be interpreted as forming or amending an employment or service contract relationship with the Company, the Employer or any other Subsidiary or affiliate of the Company, and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the Participant’s employment relationship (or service relationship, if any);
(e) the Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, holiday top-up, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(h) unless otherwise agreed in writing with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Company Common Shares subject to the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) after termination of the Participant’s Active Status, the Participant is no longer eligible to receive any new restricted stock units under the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from (i) the application of the clawback policy described in Section 5 of this Agreement or otherwise adopted by the Company or required by law, or (ii) termination of the Participant’s employment Active Status (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreementcontract, if any);
(l) 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 be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(km) neither the Company, the Employer nor any other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares Restricted Stock Units or of Company Common Stock or any amounts due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Restricted Stock Units or the subsequent sale of any shares of Company Common Stock Shares acquired under the Plan.upon settlement. Global Leadership RSU Agreement 402604255-v3\NA_DMS6653188-v3\GESDMS
Appears in 3 contracts
Samples: Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp), Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp), Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. By In accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be terminatedamended, suspended or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units restricted stock units or other grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, RSUs and the income from and value of Shares allocated to the same, RSUs are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units compensation and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreementcontract, if any;
(hf) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares allocated to the RSUs , and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(ig) unless otherwise provided in the future value of Plan or by the underlying shares of Company Common Stock is unknownin its discretion, indeterminable and cannot be predicted with certainty the RSUs and the value of such shares of Company Common Stock may increase or decrease in the future;
(j) no claim or benefits evidenced by this Agreement do not create any entitlement to compensation have the RSUs or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of the Participant’s employment (regardless of the reason for the termination and whether any such benefits transferred to, or not the termination is later found assumed by, another company nor to be invalid exchanged, cashed out or substituted for, in breach of employment laws in connection with any corporate transaction affecting the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any)Shares; and
(kh) neither no entity in the Company, the Employer nor any other Subsidiary Company Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar or the selection by the Company or any member of the Company Group in its sole discretion of an applicable foreign exchange rate that may affect the value of the shares RSUs (or the calculation of Company Common Stock income or Tax-Related Items thereunder) or of any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, RSUs or the subsequent sale of any shares of Company Common Stock acquired under the PlanShares allocated to the RSUs.
Appears in 3 contracts
Samples: Employment Agreement (Progressive Care Inc.), Employment Agreement (Progressive Care Inc.), Employment Agreement (Progressive Care Inc.)
Nature of Grant. By In accepting the Restricted Stock grant of the Performance Share Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock the Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of Performance Share Units, or benefits in lieu of Restricted Stock Performance Share Units, even if Restricted Stock Performance Share Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Performance Share Units or other grants, if any, will be at the sole discretion of the Company;
(d) the Performance Share Unit grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Affiliate or Subsidiary of the Company and shall not interfere with the ability of the Company, the Employer or any other Affiliate or Subsidiary of the Company, as applicable, to terminate the Participant’s employment relationship or service contract (if any).
(e) unless otherwise agreed with the Company, the Performance Share Units and the shares of common Stock subject to the Performance Share Units, and the income and value of same, are not granted as consideration for, or in connection with the service the Participant may provide as a director of an Affiliate or Subsidiary;
(ef) the Participant is voluntarily participating in the Plan;
(fg) the Restricted Stock Performance Share Units and any the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gh) the Restricted Stock Performance Share Units and any the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(i) the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Performance Share Units resulting from termination of the Participant’s employment a Termination (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the Performance Share Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any of its Affiliates or Subsidiaries, waives the Participant’s ability, if any, to bring any such claim, and releases the Company, its Affiliates and Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Performance Share Units and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Share Units or any such benefit transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock of the Company; and
(kl) the Participant acknowledges and agrees that neither the Company, the Employer nor any other Affiliate or Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares Performance Share Units or of Company Common Stock or any amounts amount due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Performance Share Units or the subsequent sale of any shares share of Company Common Stock acquired under the Planupon settlement.
Appears in 2 contracts
Samples: Performance Share Unit Agreement (Catalent, Inc.), Performance Share Unit Agreement (Catalent, Inc.)
Nature of Grant. By In accepting the Restricted Stock grant of the Performance Share Units, the Participant acknowledges, understands and agrees that:
(a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, suspended amended, suspended, or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) b. the grant of Restricted Stock the Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of Performance Share Units, or benefits in lieu of Restricted Stock Performance Share Units, even if Restricted Stock Performance Share Units have been granted in the past;
(c) c. all decisions with respect to future Restricted Stock Performance Share Units or other grants, if any, will be at the sole discretion of the Company;
(d) d. neither the Performance Share Unit grant of Restricted Stock Units and nor the Participant’s participation in the Plan shall not create a any right to employment or be interpreted as forming an employment or service contract with the Company, the Employer Service Recipient or any other Affiliate or Subsidiary and shall not of the Company or interfere with the ability of the Company, the Employer Service Recipient or any other Affiliate or Subsidiary of the Company, as applicable, to terminate the Participant’s employment relationship or service contract (if any), to the extent otherwise permitted by law or any applicable agreement other than this Agreement;
(e) e. unless otherwise agreed with the Company, none of the Performance Share Units, the shares of Common Stock subject to the Performance Share Units, and the income and value of same is granted as consideration for, or in connection with, the service the Participant may provide as a director of the Company, the Service Recipient, or any Affiliate or Subsidiary of the Company;
f. the Participant is voluntarily participating in the Plan;
(f) g. none of the Restricted Stock Units and any Performance Share Units, the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are not same is intended to replace any pension rights right or other form of compensation;
(g) h. none of the Restricted Stock Units and any Performance Share Units, the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not same is part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, or end-of-service payments, any bonus, holiday pay, bonuses, long-service awardsaward, leave-related paymentspension, pension or retirement or welfare benefits benefit, or any similar mandatory paymentspayment;
(i) i. the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) j. no claim or entitlement to compensation or damages shall arise from any forfeiture of the Restricted Stock Performance Share Units resulting from termination of the Participant’s employment a Termination (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of any employment-related law in any jurisdiction applicable to the Participant’s employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); and
(k) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Company Common Stock or any amounts due pursuant to the issuance of the shares of Company Common Stock, or the subsequent sale of any shares of Company Common Stock acquired under the Plan.;
Appears in 2 contracts
Samples: Performance Share Unit Agreement (Catalent, Inc.), Performance Share Unit Agreement (Catalent, Inc.)
Nature of Grant. By accepting the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the CompanyAdministrator;
(d) the grant of the Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(f) the Restricted Stock Units and any shares of Company Common Shares acquired pursuant to such Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common Shares acquired pursuant to such Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company Company, the Employer or the Employerany other Subsidiary, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Shares acquired pursuant to such Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(i) the future value of the Shares underlying shares of Company Common the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock Shares may increase or decrease in the future;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or recoupment of any gains earned or accrued due to the sale of Shares acquired in settlement of such Restricted Stock Units resulting from from, but not limited to, the (1) termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any)) and/or (2) application of any Applicable Law or regulations, or any recoupment policy or any recovery or clawback policy maintained by the Company or otherwise required by Applicable Law; and
(k) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Company Common Stock Shares or any amounts due pursuant to the issuance of the shares of Company Common StockShares, or the subsequent sale of any shares of Company Common Shares acquired pursuant to the Restricted Stock acquired under the PlanUnits.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp), Performance Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp)
Nature of Grant. By In accepting the Restricted Stock Unitscontingent right to receive the Award, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be terminatedamended, suspended or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grantsequity-based awards to the Participant, if any, will be at the sole discretion of the Company;
(dc) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any)is voluntary;
(ed) the Participant is voluntarily participating in the Plan;
(f) the Restricted Stock Units Award and any shares of Company Common Stock Shares acquired under the Plan, and the income from and value of and income attributable to the same, are not intended to replace any pension rights or compensation;
(ge) unless otherwise agreed with the Restricted Stock Units Company, the Award and any shares of Company Common Stock Shares acquired under the Plan, and the income from and value of and income attributable to the same, are extraordinary items that do will not constitute compensation be granted as consideration for, or in connection with, any service the Participant may provide as a director of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if anyAffiliate;
(hf) the Restricted Stock Units Award and any shares of Company Common Stock Shares acquired under the Plan, and the income from and value of and income attributable to the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(ig) the future value of the Shares underlying shares of Company Common Stock the Award is unknown, indeterminable unknown and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurepredicted;
(jh) unless otherwise provided in the Plan, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Award resulting from termination of the Participant’s termination of employment or service (regardless of the for any reason for the termination and whatsoever whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s his or her employment or service agreement, if any); and
(kj) if the Participant is employed or providing services outside of the U.S.:
(i) the Award and any Shares acquired under the Plan, and the value of and income attributable to the same, are not part of normal or expected compensation or salary for any purpose, and in no event should be considered as compensation for, or relating in any way to, past services to the Employer, the Company or any other Affiliate; and
(ii) neither the Company, the Employer nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar U.S. dollar that may affect the value of the shares Award or of Company Common Stock or any amounts due to the Participant pursuant to the issuance vesting of the shares of Company Common Stock, Award or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon vesting.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Qorvo, Inc.), Restricted Stock Unit Agreement (Qorvo, Inc.)
Nature of Grant. By In accepting the Restricted Stock UnitsPSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the PSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of performance stock units, or benefits in lieu of Restricted Stock Unitsperformance stock units, even if Restricted Stock Units performance stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other performance stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units PSUs and any shares of Company Common Stock acquired under the PlanShares subject to the PSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units PSUs and any shares of Company Common Stock acquired under the PlanShares subject to the PSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the PSUs and the Shares subject to the PSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the PSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant's employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units PSUs resulting from termination of Participant ceasing to provide employment or other services to the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant's employment agreement, if any) or from cancellation of the PSUs or recoupment of any financial gain resulting from the PSUs as described in Section 16 below;
(k) for purposes of the PSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the PSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event (or other termination described in Section 5(a) above), Retirement or termination due to death or disability, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the PSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the PSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the PSUs or any such benefits transferred to, or assumed by another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares PSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, PSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 2 contracts
Samples: Performance Stock Unit Award Agreement (Allegion PLC), Global Performance Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By In accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d) Participant is voluntarily participating in the grant of Restricted Stock Units Plan;
(e) the RSUs and the Shares subject to the RSUs, and the income and value of same, are not intended to replace any pension rights or compensation;
(f) the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(g) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan shall will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary Affiliate and shall will not interfere with the ability of the Company, the Employer or any other Subsidiary Affiliate, as applicable, to terminate the Participant’s employment or service relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(f) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination of Participant ceasing to provide employment or other services to the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment of any financial gain resulting from the RSUs as described in Section 14 below;
(k) for purposes of the RSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event, Retirement or termination due to disability or death, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares RSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 2 contracts
Samples: Global Restricted Stock Unit Award Agreement (Allegion PLC), Restricted Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By The following provision replaces Section 7 of the Agreement: In accepting the Restricted Stock UnitsUnit award, the Participant Employee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grantsgrants of restricted stock units, if any, will be at the sole discretion of the Company;
(db) the grant of Restricted Stock Units and the Participant’s participation in the Plan Unit award shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary or affiliate of the Company and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the ParticipantEmployee’s employment or service relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fc) the Restricted Stock Units and any the shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not intended subject to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are an extraordinary items item that do does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are is outside the scope of the Participant’s employment and the ParticipantEmployee’s employment or service agreementcontract, if any;
(hd) the Restricted Stock Units and any the shares of Company Common Stock acquired under subject to the PlanRestricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Restricted Stock Units and the shares of Common Stock 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 purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(if) the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(jg) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of employment or service with the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant Employee is employed or the terms of the ParticipantEmployee’s employment agreement, if any) and in consideration of the grant of the Restricted Stock Units, to which the Employee is not otherwise entitled, the Employee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries and affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its subsidiaries and affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by accepting the Award, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(h) for purposes of the Restricted Stock Units, the Employee’s employment or service relationship will be considered terminated as of the date he or she is no longer actively providing services to the Company or one of its Subsidiaries or affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any) and unless otherwise expressly provided in this Agreement, his or her right to vest in the Restricted Stock Units, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of the Employee’s Restricted Stock Unit award (including whether the Employee may still be considered to be providing services while on a leave of absence);
(i) 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 for, in connection with any corporate transaction affecting the Common Stock; and
(kj) neither the Company, the Employer nor any other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the ParticipantEmployee’s local currency and the United States Dollar that may affect the value of the shares Restricted Stock Units or of Company Common Stock or any amounts due to the Employee pursuant to the issuance settlement of the shares of Company Common Stock, Restricted Stock Units or the subsequent sale of any shares of Company Common Stock acquired under the Planupon settlement.
Appears in 2 contracts
Samples: Employee Restricted Stock Unit Agreement (Expro Group Holdings N.V.), Employee Restricted Stock Unit (Rsu) Agreement (Expro Group Holdings N.V.)
Nature of Grant. By In accepting the Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units or other awards, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units restricted stock units or other grantsawards, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units Award and the Participant’s participation in the Plan shall not create a right to employment or other service relationship, or be interpreted as forming or amending an employment or service contract relationship with the Company, the Employer or any other Subsidiary or affiliate of the Company, and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the Participant’s employment relationship (or service relationship, if any);
(e) the Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, holiday top-up, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(h) unless otherwise agreed in writing with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Company Common Shares subject to the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) after termination of the Participant’s Active Status, the Participant is no longer eligible to receive any new restricted stock units under the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or recoupment of any Shares acquired under the Plan resulting from (i) the application of the clawback policy described in Section 5 of this Agreement or otherwise adopted by the Company or required by law, or (ii) termination of the Participant’s employment Active Status (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreementcontract, if any);
(l) 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 be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(km) neither the Company, the Employer nor any other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares Restricted Stock Units or of Company Common Stock or any amounts due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Restricted Stock Units or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 2 contracts
Samples: Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp), Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. By In accepting the Restricted Stock UnitsOption, the Participant acknowledges, understands Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company Company, in its sole discretion, at any time, time (subject to the extent permitted by any limitations set forth in the Plan);
(b) the grant of Restricted the Stock Units Option is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of stock options, or benefits in lieu of Restricted Stock Unitsstock options, even if Restricted Stock Units stock options or other awards have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grantsawards, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Optionee’s participation in the Plan is voluntary;
(e) the Stock Units Option and the ParticipantOptionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer Company or any other Subsidiary of its Subsidiaries or affiliated companies and shall not interfere with the ability of the CompanyCompany or the Employer, the Employer or any other Subsidiary as applicable, to terminate the ParticipantOptionee’s employment relationship (if anyas otherwise may be permitted under local law);
(e) the Participant is voluntarily participating in the Plan;
(f) unless otherwise agreed with the Restricted Company, the Stock Units Option and any shares of Company Common Stock acquired under upon vesting and exercise of the PlanStock Option, and the income from and value of the same, are not intended to replace granted as consideration for, or in connection with, any pension rights service the Optionee may provide as a director of any of any Subsidiary or compensationaffiliate of the Company;
(g) the Restricted Stock Units Option and any shares of Company Common Stock acquired under the Plan, Plan and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or affiliate of the Company;
(ih) the future value of the underlying shares of Company Common Stock underlying the Stock Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty and certainty;
(i) if the underlying shares of Common Stock do not increase in value, the Stock Option will have no value;
(j) upon exercise of the Stock Option, the value of such shares of Company Common Stock may increase or decrease in value, even below the futureexercise price;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Option resulting from termination of the ParticipantOptionee’s employment (regardless of the for any reason for the termination whatsoever and whether or not the termination is later found to be invalid or in breach of employment local labor laws or later found invalid) and, in consideration of the Stock Option, the Optionee agrees not to institute any claim against the Company or the Employer;
(l) the Stock Option and the rights evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the jurisdiction where Plan to have the Participant is employed Stock Option transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the terms shares of the Participant’s employment or service agreement, if any)Common Stock; and
(km) neither the Company, the Employer Company nor any other Subsidiary of its Subsidiaries or affiliated companies shall be liable for any foreign exchange rate fluctuation between the ParticipantOptionee’s local currency and the United States Dollar U.S. dollar that may affect the value of the shares of Company Common Stock Option or any amounts due to the Optionee pursuant to the issuance exercise of the shares of Company Common Stock, Stock Option or the subsequent sale of any shares of Company Common Stock acquired under upon exercise of the PlanStock Option.
Appears in 2 contracts
Samples: Stock Option Award Agreement (General Mills Inc), Stock Option Award Agreement (General Mills Inc)
Nature of Grant. By accepting the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(f) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(i) the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the future;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or recoupment of any shares of Company Common Stock acquired under the Plan resulting from (1) termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any)) and/or (2) the application of any recoupment policy or any recovery or clawback policy otherwise required by law; and
(k) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Company Common Stock or any amounts due pursuant to the issuance of the shares of Company Common Stock, or the subsequent sale of any shares of Company Common Stock acquired under the Plan.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp), Performance Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp)
Nature of Grant. By In accepting the Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units or other awards, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units restricted stock units or other grantsawards, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units Award and the Participant’s participation in the Plan shall not create a right to employment or other service relationship, or be interpreted as forming or amending an employment or service contract relationship with the Company, the Employer or any other Subsidiary or affiliate of the Company, and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the Participant’s employment relationship (or service relationship, if any);
(e) the Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, holiday top-up, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(h) unless otherwise agreed in writing with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Company Common Shares subject to the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) after termination of the Participant’s Active Status, the Participant is no longer eligible to receive any new restricted stock units under the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from (i) the application of the clawback policy described in Section 5 of this Agreement or otherwise adopted by the Company or required by law, or (ii) termination of the Participant’s employment Active Status (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreementcontract, if any);
(l) 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 be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(km) neither the Company, the Employer nor any other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares Restricted Stock Units or of Company Common Stock or any amounts due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Restricted Stock Units or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 2 contracts
Samples: Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp), Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. By In accepting the Restricted Stock grant of the Performance Share Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, suspended amended, suspended, or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock the Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of Performance Share Units, or benefits in lieu of Restricted Stock Performance Share Units, even if Restricted Stock Performance Share Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Performance Share Units or other grants, if any, will be at the sole discretion of the Company;
(d) neither the Performance Share Unit grant of Restricted Stock Units and nor the Participant’s participation in the Plan shall not create a any right to employment or be interpreted as forming an employment or service contract with the Company, the Employer Service Recipient or any other Affiliate or Subsidiary and shall not of the Company or interfere with the ability of the Company, the Employer Service Recipient or any other Affiliate or Subsidiary of the Company, as applicable, to terminate the Participant’s employment relationship or service contract (if any), to the extent otherwise permitted by law or any applicable agreement other than this Agreement;
(e) unless otherwise agreed with the Company, none of the Performance Share Units, the shares of Common Stock subject to the Performance Share Units, and the income and value of same is granted as consideration for, or in connection with, the service the Participant may provide as a director of the Company, the Service Recipient, or any Affiliate or Subsidiary of the Company;
(f) the Participant is voluntarily participating in the Plan;
(fg) none of the Restricted Stock Units and any Performance Share Units, the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are not same is intended to replace any pension rights right or other form of compensation;
(g) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) none of the Restricted Stock Units and any Performance Share Units, the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are not same is part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, or end-of-service payments, any bonus, holiday pay, bonuses, long-service awardsaward, leave-related paymentspension, pension or retirement or welfare benefits benefit, or any similar mandatory paymentspayment;
(i) the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from any forfeiture of the Restricted Stock Performance Share Units resulting from termination of the Participant’s employment a Termination (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of any employment-related law in any jurisdiction applicable to the Participant’s employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and, in consideration of the grant of the Performance Share Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, the Service Recipient, or any of the Affiliates or Subsidiaries of the Company, waives the Participant’s ability, if any, to bring any such claim, and releases the Company, the Service Recipient, and the Company’s Affiliates and Subsidiaries from any such claim; if, notwithstanding anything to the contrary in the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided in the Plan or by the Company in its discretion, neither the Performance Share Units nor any benefit evidenced by this Agreement creates any entitlement either (i) to have the Performance Share Units or any such benefit transferred to or assumed by another company or (ii) to be exchanged, cashed out, or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(kl) neither the Participant acknowledges and agrees that none of the Company, the Employer nor Service Recipient, and any other Affiliate or Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency currency, if any, and the United States Dollar that may affect the value of the shares Performance Share Units or of Company Common Stock or any amounts amount due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Performance Share Units or the subsequent sale of any shares share of Company Common Stock acquired under the Planupon settlement.
Appears in 2 contracts
Samples: Performance Share Unit Agreement (Catalent, Inc.), Performance Share Unit Agreement (Catalent, Inc.)
Nature of Grant. By In accepting the Restricted Stock grant of the Performance Share Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, suspended amended, suspended, or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock the Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of Performance Share Units, or benefits in lieu of Restricted Stock Performance Share Units, even if Restricted Stock Performance Share Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Performance Share Units or other grants, if any, will be at the sole discretion of the Company;
(d) neither the Performance Share Unit grant of Restricted Stock Units and nor the Participant’s participation in the Plan shall not create a any right to employment or be interpreted as forming an employment or service contract with the Company, the Employer Service Recipient or any other Affiliate or Subsidiary and shall not of the Company or interfere with the ability of the Company, the Employer Service Recipient or any other Affiliate or Subsidiary of the Company, as applicable, to terminate the Participant’s employment relationship or service contract (if any), to the extent otherwise permitted by law or any applicable agreement other than this Agreement;
(e) unless otherwise agreed with the Company, none of the Performance Share Units, the shares of Common Stock subject to the Performance Share Units, and the income and value of same is granted as consideration for, or in connection with, the service the Participant may provide as a director of the Company, the Service Recipient, or any Affiliate or Subsidiary of the Company;
(f) the Participant is voluntarily participating in the Plan;
(fg) none of the Restricted Stock Units and any Performance Share Units, the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are not same is intended to replace any pension rights right or other form of compensation;
(g) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) none of the Restricted Stock Units and any Performance Share Units, the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are not same is part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, or end-of-service payments, any bonus, holiday pay, bonuses, long-service awardsaward, leave-related paymentspension, pension or retirement or welfare benefits benefit, or any similar mandatory paymentspayment;
(i) the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from any forfeiture of the Restricted Stock Performance Share Units resulting from termination of the Participant’s employment a Termination (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of any employment-related law in any jurisdiction applicable to the Participant’s employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any);
(k) unless otherwise provided in the Plan or by the Company in its discretion, neither the Performance Share Units nor any benefit evidenced by this Agreement creates any entitlement either (i) to have the Performance Share Units or any such benefit transferred to or assumed by another company or (ii) to be exchanged, cashed out, or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(kl) neither the Participant acknowledges and agrees that none of the Company, the Employer nor Service Recipient, and any other Affiliate or Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency currency, if any, and the United States Dollar that may affect the value of the shares Performance Share Units or of Company Common Stock or any amounts amount due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Performance Share Units or the subsequent sale of any shares share of Company Common Stock acquired under the Planupon settlement.
Appears in 2 contracts
Samples: Performance Share Unit Agreement (Catalent, Inc.), Performance Share Unit Agreement (Catalent, Inc.)
Nature of Grant. By accepting the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the CompanyAdministrator;
(d) the grant of the Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or service or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment or service relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(f) the Restricted Stock Units and any shares of Company Common Shares acquired pursuant to such Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common Shares acquired pursuant to such Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company Company, the Employer or the Employerany other Subsidiary, and which are outside the scope of the Participant’s employment or service and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Shares acquired pursuant to such Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(i) the future value of the Shares underlying shares of Company Common the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock Shares may increase or decrease in the future;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or recoupment of any gains earned or accrued due to the sale of Shares acquired in settlement of such Restricted Stock Units resulting from from, but not limited to, the (1) termination of the Participant’s employment or service (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any)) and/or (2) application of any Applicable Law or regulations, or any recoupment policy or any recovery or clawback policy maintained by the Company or otherwise required by Applicable Law; and
(k) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Company Common Stock Shares or any amounts due pursuant to the issuance of the shares of Company Common StockShares, or the subsequent sale of any shares of Company Common Shares acquired pursuant to the Restricted Stock acquired under the PlanUnits.
Appears in 2 contracts
Samples: Performance Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp), Performance Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp)
Nature of Grant. By In accepting the Restricted Stock Unitsgrant of the Award, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units or other awards, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units restricted stock units or other grantsawards, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units Award and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract relationship with the Company, the Employer or any other Subsidiary or affiliate of the Company and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the Participant’s employment relationship (or service relationship, if any);
(e) the Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments; Global Key Employee RSU Agreement
(h) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Company Common Shares subject to the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) after termination of the Participant’s Active Status, the Participant is no longer eligible to receive any new restricted stock units under the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of the Participant’s employment Active Status (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreementcontract, if any);
(l) for purposes of the Restricted Stock Units, and notwithstanding anything to the contrary contained in the Plan, the Participant’s Active Status will be considered terminated as of the date the Participant is no longer actively providing services to the Company or one of its Subsidiaries or affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any), and unless otherwise provided in this Agreement or the Plan, the 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 Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any); the Committee shall have the exclusive discretion to determine when the Participant’s Active Status for purposes of the Award is terminated (including whether the Participant may still be considered to be providing services while on a leave of absence);
(m) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(kn) the following provisions apply only if the Participant is providing services outside the United States:
(1) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and
(2) neither the Company, the Employer nor any other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares Restricted Stock Units or of Company Common Stock or any amounts due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Restricted Stock Units or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. By In accepting the Restricted Stock UnitsPSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the PSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of performance stock units, or benefits in lieu of Restricted Stock Unitsperformance stock units, even if Restricted Stock Units performance stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other performance stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units PSUs and any shares of Company Common Stock acquired under the PlanShares subject to the PSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units PSUs and any shares of Company Common Stock acquired under the PlanShares subject to the PSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the PSUs and the Shares subject to the PSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the PSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant's employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units PSUs resulting from termination of Participant ceasing to provide employment or other services to the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant's employment agreement, if any) or from cancellation of the PSUs or recoupment of any financial gain resulting from the PSUs as described in Section 16 below;
(k) for purposes of the PSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the PSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event (or other termination described in Section 5(a) above), Retirement or termination due to death or Disability, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the PSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the PSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the PSUs or any such benefits transferred to, or assumed by another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares PSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, PSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related paymentsholiday pay, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination of Participant ceasing to provide employment or other services to the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws Applicable Laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment of any financial gain resulting from the RSUs as described in Section 15 below;
(k) for purposes of the RSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of Applicable Laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event, Retirement or termination due to Disability or death, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under Applicable Laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares RSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By In accepting the Restricted Stock Unitsthis Option, the Participant acknowledges, understands Employee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company Company, in its sole discretion, at any time, time (subject to the extent permitted by any limitations set forth in the Plan);
(b) the grant of Restricted Stock Units this Option is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of stock options, or benefits in lieu of Restricted Stock Unitsstock options, even if Restricted Stock Units stock options or other awards have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grantsawards, if any, will be at the sole discretion of the Company;
(d) Employee’s participation in the grant of Restricted Stock Units Plan is voluntary;
(e) this Option and the ParticipantEmployee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer Company or any other Subsidiary of its Subsidiaries or affiliated companies and shall not interfere with the ability of the CompanyCompany or the Employer, the Employer or any other Subsidiary as applicable, to terminate the ParticipantEmployee’s employment relationship (if anyas otherwise may be permitted under local law);
(e) the Participant is voluntarily participating in the Plan;
(f) unless otherwise agreed with the Restricted Stock Units Company, this Option and any shares of Company Common Stock acquired under the Planupon exercise of this Option, and the income from and value of the same, are not intended to replace granted as consideration for, or in connection with, any pension rights service Employee may provide as a director of any Subsidiary or compensationaffiliate of the Company;
(g) the Restricted Stock Units this Option and any shares of Company Common Stock acquired under the Plan, Plan and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or affiliate of the Company;
(ih) the future value of the underlying shares of Company Common Stock underlying this Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty certainty;
(i) if the underlying shares of Stock do not increase in value, this Option will have no value;
(j) if Employee exercises this Option and acquires shares of Stock, the value of such shares of Company Common Stock may increase or decrease in value, even below the futurepurchase price;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units this Option resulting from termination of the ParticipantEmployee’s employment (regardless of the for any reason for the termination whatsoever and whether or not the termination is later found to be invalid or in breach of employment local labor laws or later found invalid) and, in consideration of this Option, Employee agrees not to institute any claim against the Company or the Employer;
(l) this Option and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the jurisdiction where Plan or provided by the Participant is employed Company in its discretion, to have this Option or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the terms shares of the Participant’s employment or service agreement, if any)Stock; and
(km) neither the Company, the Employer Company nor any other Subsidiary of its Subsidiaries or affiliated companies shall be liable for any foreign exchange rate fluctuation between the ParticipantEmployee’s local currency and the United States Dollar U.S. dollar that may affect the value of the shares of Company Common Stock this Option or any amounts due to Employee pursuant to the issuance exercise of the shares of Company Common Stock, this Option or the subsequent sale of any shares of Company Common Stock acquired under the Planupon exercise of this Option.
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement (Halliburton Co)
Nature of Grant. By In accepting the Restricted Stock grant of the Performance Share Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, suspended amended, suspended, or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock the Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of Performance Share Units, or benefits in lieu of Restricted Stock Performance Share Units, even if Restricted Stock Performance Share Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Performance Share Units or other grants, if any, will be at the sole discretion of the Company;
(d) neither the Performance Share Unit grant of Restricted Stock Units and nor the Participant’s participation in the Plan shall not create a any right to employment or be interpreted as forming an employment or service contract with the Company, the Employer Service Recipient or any other Affiliate or Subsidiary and shall not of the Company or interfere with the ability of the Company, the Employer Service Recipient or any other Affiliate or Subsidiary of the Company, as applicable, to terminate the Participant’s employment relationship or service contract (if any), to the extent otherwise permitted by law or any applicable agreement other than this Agreement;
(e) unless otherwise agreed with the Company, none of the Performance Share Units, the shares of Common Stock subject to the Performance Share Units, and the income and value of same is granted as consideration for, or in connection with, the service the Participant may provide as a director of the Company, the Service Recipient, or any Affiliate or Subsidiary of the Company;
(f) the Participant is voluntarily participating in the Plan;
(fg) none of the Restricted Stock Units and any Performance Share Units, the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are not same is intended to replace any pension rights right or other form of compensation;
(g) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) none of the Restricted Stock Units and any Performance Share Units, the shares of Company Common Stock acquired under subject to the PlanPerformance Share Units, and the income from and value of the same, are not same is part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, or end-of-service payments, any bonus, holiday pay, bonuses, long-service awardsaward, leave-related paymentspension, pension or retirement or welfare benefits benefit, or any similar mandatory paymentspayment;
(i) the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from any forfeiture of the Restricted Stock Performance Share Units resulting from termination a Termination or end of the Participant’s employment provision of services pursuant to any Consulting Agreement (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of any employment-related law in any jurisdiction applicable to the Participant’s employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any);
(k) unless otherwise provided in the Plan or by the Company in its discretion, neither the Performance Share Units nor any benefit evidenced by this Agreement creates any entitlement either (i) to have the Performance Share Units or any such benefit transferred to or assumed by another company or (ii) to be exchanged, cashed out, or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(kl) neither the Participant acknowledges and agrees that none of the Company, the Employer nor Service Recipient, and any other Affiliate or Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency currency, if any, and the United States Dollar that may affect the value of the shares Performance Share Units or of Company Common Stock or any amounts amount due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Performance Share Units or the subsequent sale of any shares share of Company Common Stock acquired under the Planupon settlement.
Appears in 1 contract
Nature of Grant. By accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related paymentsholiday pay, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment of any financial gain resulting from the RSUs as described in Section 15 below;
(k) for purposes of the RSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for the such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event or termination due to Disability or death, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares RSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By In accepting the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be terminatedmodified, amended, suspended or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(ec) the Participant is voluntarily participating in the Plan;
(fd) the Restricted Stock Units and any shares of Company Common Stock Shares acquired under the Planupon vesting, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(ge) the Restricted Stock Units and any shares of Company Common Stock Shares acquired under the Planupon vesting, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday pay, pension or retirement or welfare benefits or similar mandatory payments;
(if) the future value of the Shares underlying shares of Company Common the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty certainty;
(g) if the Restricted Stock Units vest and the Participant acquires Shares, the value of such shares of Company Common Stock may increase or decrease in the futurevalue;
(jh) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any Subsidiary;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination a Termination of the Participant’s employment Service (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or rendering services or the terms of the Participant’s employment or service agreement, if any); and;
(j) unless otherwise provided in the Plan or by the Company in its sole 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 for, in connection with any corporate transaction affecting the Shares;
(k) neither the Company, the Employer nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares Restricted Stock Units or of Company Common Stock or any amounts due to the Participant pursuant to the issuance vesting of the shares of Company Common Stock, Restricted Stock Units or the subsequent sale of any shares Shares acquired upon vesting; and
(m) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of Company Common Stock acquired under the Shares. The Participant should consult with his personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.
Appears in 1 contract
Nature of Grant. By In accepting the Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company at any time, ; to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units or other awards, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units restricted stock units or other grantsawards, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units Award and the Participant’s participation in the Plan shall not create a right to employment or other service relationship, or be interpreted as forming or amending an employment or service contract relationship with the Company, the Employer or any other Subsidiary or affiliate of the Company, and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the Participant’s employment relationship (or service relationship, if any);
(e) the Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Restricted Stock Units Performance RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the Performance RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units Performance RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the Performance RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, holiday top-up, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(h) unless otherwise agreed in writing with the Company, the Performance RSUs and the Shares subject to the Performance RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Company Common Stock Shares subject to the Performance RSUs is unknown, indeterminable indeterminable, and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) after termination of the Participant’s Active Status, the Participant is no longer eligible to receive any new restricted stock units under the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Performance RSUs or recoupment of any Shares acquired under the Plan resulting from (i) the application of the clawback policy described in Section 6 of this Agreement or otherwise adopted by the Company or required by law, or (ii) termination of the Participant’s employment Active Status (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreementcontract, if any);
(l) unless otherwise provided in the Plan or by the Company in its discretion, the Performance RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Performance RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(km) neither the Company, the Employer nor any other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares Performance RSUs or of Company Common Stock or any amounts due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Performance RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. By accepting the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the CompanyAdministrator;
(d) the grant of the Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment or service relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(f) the Restricted Stock Units and any shares of Company Common Shares acquired pursuant to such Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common Shares acquired pursuant to such Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company Company, the Employer or the Employerany other Subsidiary, and which are outside the scope of the Participant’s employment or service and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Shares acquired pursuant to such Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(i) the future value of the Shares underlying shares of Company Common the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock Shares may increase or decrease in the future;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or recoupment of any gains earned or accrued due to the sale of Shares acquired in settlement of such Restricted Stock Units resulting from from, but not limited to, the (1) termination of the Participant’s employment or service (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any)) and/or (2) application of any Applicable Law or regulations, or any recoupment policy or any recovery or clawback policy maintained by the Company or otherwise required by Applicable Law; and
(k) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Company Common Stock Shares or any amounts due pursuant to the issuance of the shares of Company Common StockShares, or the subsequent sale of any shares of Company Common Shares acquired pursuant to the Restricted Stock acquired under the PlanUnits.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Booz Allen Hamilton Holding Corp)
Nature of Grant. By In accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination of Participant ceasing to provide employment or other services to the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment of any financial gain resulting from the RSUs as described in Section 13 below;
(k) for purposes of the RSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event, special termination or termination due to disability or death, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares RSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related paymentsholiday pay, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment of any financial gain resulting from the RSUs as described in Section 15 below;
(k) for purposes of the RSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for the such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event, Retirement or termination due to Disability or death, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares RSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By In accepting the Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units or other awards, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units restricted stock units or other grantsawards, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units Award and the Participant’s participation in the Plan shall not create a right to employment or other service relationship, or be interpreted as forming or amending an employment or service contract relationship with the Company, the Employer or any other Subsidiary or affiliate of the Company, and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the Participant’s employment relationship (or service relationship, if any);
(e) the Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and any shares of Company Common the Shares subject to the Restricted Stock acquired under the PlanUnits, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, holiday top-up, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(h) unless otherwise agreed in writing with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Company Common Shares subject to the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) after termination of the Participant’s Active Status, the Participant is no longer eligible to receive any new restricted stock units under the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from (i) the application of the clawback policy described in Section 5 of this Agreement or otherwise adopted by the Company or required by law, or (ii) termination of the Participant’s employment Active Status (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreementcontract, if any); Global Key Employee RSU Agreement 402604309-v3\NA_DMS6653188-v3\GESDMS
(l) 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 be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(km) neither the Company, the Employer nor any other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares Restricted Stock Units or of Company Common Stock or any amounts due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Restricted Stock Units or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. By accepting the Restricted Stock UnitsAs a condition to, and in consideration of, the grant, vesting, and settlement of RSUs, and in receiving the award of RSUs, Shares, or any other benefit relating to the RSUs, Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be terminatedunilaterally modified, amended, suspended or amended terminated by the Company at any time, to unless otherwise provided in the extent permitted by the PlanPlan and this Agreement;
(b) the grant of Restricted Stock Units the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of RSUs or other Awards, or benefits in lieu of Restricted Stock UnitsRSUs, even if Restricted Stock Units RSUs have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grantsgrants of RSUs, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of same, are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the employer, the Company or any Subsidiary or Parent of the Company and are outside the scope of Participant’s employment or service contract, if any;
(f) the RSU and the shares of Common Stock subject to the RSU, and the income from and value of same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the employer, the Company or any Subsidiary, Parent or Affiliate of the Company;
(h) unless otherwise agreed with the Company, the RSU and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Parent, Subsidiary or Affiliate of the Company;
(i) the RSUs and Participant’s participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company or with any Parent, Subsidiary or Affiliate of the Company;
(j) the future value of the underlying shares of Company Common Stock Shares to be issued when the RSUs are settled is unknown, indeterminable and cannot be predicted with certainty and neither the Company nor any Parent, Subsidiary or Affiliate of the Company will be liable for any decrease in the value of such shares RSUs or Shares or for any foreign exchange rate fluctuations between Participant’s local currency and the United States Dollar that may affect the value of Company Common Stock any benefit Participant may increase receive in relation to the RSUs or decrease in the future;Shares to be issued pursuant to the settlement of the RSUs; and
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination of the Participant’s employment (regardless of the reason for the termination and whether Termination or not the termination is later found to be invalid or from any diminution in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any); and
(k) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Company Common Stock RSUs or any amounts due pursuant to the issuance Shares acquired upon settlement of the shares of Company Common Stock, or the subsequent sale of RSUs for any shares of Company Common Stock acquired under the Planreason.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Meta Platforms, Inc.)
Nature of Grant. By In accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination of Participant ceasing to provide employment or other services to the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment of any financial gain resulting from the RSUs as described in Section 14 below;
(k) for purposes of the RSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event, Retirement or termination due to Disability or death, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares RSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By In accepting the grant of the Restricted Stock Units, the Participant acknowledges, understands understands, and agrees that:
(a) a. the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be terminatedmodified, suspended amended, suspended, or amended terminated by the Company at any time, to the extent permitted by the Plan;
(b) b. the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) c. all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company;
(d) d. neither the grant of Restricted Stock Units and Unit grant nor the Participant’s participation in the Plan shall not create a any right to employment or be interpreted as forming an employment or service contract with the Company, the Employer Company or any other Affiliate or Subsidiary and shall not of the Company or interfere with the ability of the Company or any Affiliate or Subsidiary of the Company, the Employer or any other Subsidiary as applicable, to terminate the Participant’s employment relationship (if any)service, to the extent otherwise permitted by law or any applicable agreement other than this Agreement;
(e) e. [RESERVED];
f. the Participant is voluntarily participating in the Plan;
(f) g. none of the Restricted Stock Units and any Units, the shares of Company Common Stock acquired under subject to the PlanRestricted Stock Units, and the income from and value of the same, are not same is intended to replace any pension rights right or other form of compensation;
(g) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if anyh. [RESERVED];
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(i) i. the future value of the underlying shares of Company Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) j. no claim or entitlement to compensation or damages shall arise from any forfeiture of the Restricted Stock Units resulting from termination of the Participant’s employment a Termination (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of any employment-related law in any jurisdiction applicable to the Participant’s employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any),;
k. unless otherwise provided in the Plan or by the Company in its discretion, neither the Restricted Stock Units nor any benefit evidenced by this Agreement creates any entitlement either (i) to have the Restricted Stock Units or any such benefit transferred to or assumed by another company or (ii) to be exchanged, cashed out, or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(k) neither l. the Company, Participant acknowledges and agrees that none of the Employer nor Company and any other Affiliate or Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency currency, if any, and the United States Dollar that may affect the value of the shares Restricted Stock Units or of Company Common Stock or any amounts amount due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Restricted Stock Units or the subsequent sale of any shares share of Company Common Stock acquired under the Planupon settlement.
Appears in 1 contract
Nature of Grant. By In accepting the Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedmodified, amended, suspended or amended terminated by the Company at any time, ; to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units or other awards, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units restricted stock units or other grantsawards, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units Award and the Participant’s participation in the Plan shall not create a right to employment or other service relationship, or be interpreted as forming or amending an employment or service contract relationship with the Company, the Employer or any other Subsidiary or affiliate of the Company, and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the Participant’s employment relationship (or service relationship, if any);
(e) the Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Restricted Stock Units Performance RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the Performance RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units Performance RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the Performance RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, holiday top-up, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(h) unless otherwise agreed in writing with the Company, the Performance RSUs and the Shares subject to the Performance RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Company Common Stock Shares subject to the Performance RSUs is unknown, indeterminable indeterminable, and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) after termination of the Participant’s Active Status, the Participant is no longer eligible to receive any new restricted stock units under the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Performance RSUs resulting from (i) the application of the clawback policy described in Section 6 of this Agreement or otherwise adopted by the Company or required by law, or (ii) termination of the Participant’s employment Active Status (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreementcontract, if any);
(l) unless otherwise provided in the Plan or by the Company in its discretion, the Performance RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Performance RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(km) neither the Company, the Employer nor any other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares Performance RSUs or of Company Common Stock or any amounts due to the Participant pursuant to the issuance settlement of the shares of Company Common Stock, Performance RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. By In accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination of Participant ceasing to provide employment or other services to the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment of any financial gain resulting from the RSUs as described in Section 13 below;
(k) for purposes of the RSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of termination due to Disability or death, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares RSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By In accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-long- service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination of Participant ceasing to provide employment or other services to the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment of any financial gain resulting from the RSUs as described in Section 13 below;
(k) for purposes of the RSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event, Retirement or termination due to Disability or death, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may still be considered to be providing services while on a leave of absence); and
(kl) neither unless otherwise provided in the Plan or by the Company, in its discretion, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency RSUs and the United States Dollar that may affect benefits evidenced by this Award Agreement do not create any entitlement to have the value of the shares of Company Common Stock RSUs or any amounts due pursuant to the issuance of the shares of Company Common Stocksuch benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the subsequent sale of any shares of Company Common Stock acquired under the PlanShares.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. By In accepting the Restricted Stock UnitsRSUs, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminatedamended, suspended altered or amended discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units grants of restricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d) the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Participant’s employment relationship (if any);
(e) the Participant is voluntarily participating in the Plan;
(fe) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gf) the Restricted Stock Units RSUs and any shares of Company Common Stock acquired under the PlanShares subject to the RSUs, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment or service agreement, if any;
(h) the Restricted Stock Units and any shares of Company Common Stock acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(g) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the underlying shares of Company Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Company Common Stock may increase or decrease in the futurecertainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units RSUs resulting from termination of Participant ceasing to provide employment or other services to the Participant’s employment Company or the Employer (regardless of the for any reason for the termination and whatsoever, whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment of any financial gain resulting from the RSUs as described in Section 14 below;
(k) for purposes of the RSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event, Retirement or termination due to disability or death, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(km) neither the Company, nor the Employer nor any other Subsidiary shall Affiliate will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares RSUs or of Company Common Stock or any amounts due to Participant pursuant to the issuance settlement of the shares of Company Common Stock, RSUs or the subsequent sale of any shares of Company Common Stock Shares acquired under the Planupon settlement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Allegion PLC)
