Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; b) the grant of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the Committee; d) the Participant is voluntarily participating in the Plan; e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause; f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate; g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation; h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate; i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares; k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate; l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 4 contracts
Samples: Restricted Stock Unit Award Agreement (Morningstar, Inc.), Restricted Stock Unit Award Agreement (Morningstar, Inc.), Restricted Stock Unit Award Agreement (Morningstar, Inc.)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) Participant acknowledges and agrees that no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, 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.
Appears in 4 contracts
Samples: Restricted Stock Unit Agreement (eHealth, Inc.), Restricted Stock Unit Agreement (Solid Power, Inc.), Restricted Stock Unit Agreement (Solid Power, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant acknowledges, understands and agrees acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award Units grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service employment relationship at any time with or without causetime;
(e) the Participant is voluntarily participating in the Plan;
(f) a the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock UnitsUnits 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 income and value scope of the sameParticipant’s employment contract, if any;
(g) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(h) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any AffiliateSubsidiary or Affiliate of the Company ;
(i) the grant of the Restricted Stock Units and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate of the Company;
(j) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
(k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreementlocal labor laws) and, if any), and in consideration of the grant of the Restricted Stock UnitsUnits to which the Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company or the Employer, waives the ability, if any, to bring any Affiliatesuch claim and releases the Company and the Employer 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 will 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 claims; and
m(l) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units and the benefits under the Plan, if any, will not necessarily transfer to another company in the case of a merger, take over or transfer of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharesliability.
Appears in 4 contracts
Samples: Performance Restricted Stock Unit Agreement, Performance Restricted Stock Unit Agreement, Performance Restricted Stock Unit Agreement (Logitech International Sa)
Nature of Grant. In accepting the grant of Restricted Stock Unitshereunder, the Participant acknowledges, understands Executive acknowledges and agrees that:
a: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any RSUs granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the extent permitted by power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan;
b, all of which interpretations and determinations shall be final and binding; (iii) the grant of Restricted Stock Units is extraordinary, voluntary and occasional and RSU does not create any contractual or other right to receive future grants of Restricted Stock UnitsRSUs, or benefits in lieu of Restricted Stock UnitsRSUs, even if Restricted Stock Units have been granted or any other Plan benefits in the past;
cfuture; (iv) all decisions with respect nothing contained in this Agreement is intended to future Restricted Stock Unit create or enlarge any other award grants, if any, will be at contractual obligations between the sole discretion of the Committee;
d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service with Company or the Employer and shall not interfere with the ability of Executive; (v) any grant under the Employer to terminate the Participant’s Service at Plan, including any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock UnitsRSUs, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday paylong service option, long-service awardspension, pension or retirement or welfare benefits or similar payments and payments; (vi) the Executive is voluntarily participating in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate;
iPlan; (vii) the future value of the Shares underlying Shares the RSUs granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units ; and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
mviii) neither the Company, the Employer nor any Affiliate of their respective Subsidiaries shall be liable for any foreign exchange rate change in value of the RSUs, the amount realized upon settlement of the RSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the RSUs, resulting from any fluctuation between the Participant’s local currency and of the United States Dollar that may affect Dollar/local currency foreign exchange rate. Without limiting the value generality of the Restricted Stock Units or foregoing, the Committee shall have the discretion to adjust the terms and conditions of any amounts due award of RSUs to correct for any windfalls or shortfalls in such RSUs which, in the Participant pursuant Committee's determination, arise from factors beyond the Executive's control; provided, however, that the Committee's authority with respect to any Award to a "covered employee, " as defined in Section 162(m)(3) of the vesting of Restricted Stock Units or the sale of SharesCode, shall be limited to decreasing, and not increasing, such RSU.
Appears in 4 contracts
Samples: Cfo Transition – Restricted Stock Unit Agreement (W.W. Grainger, Inc.), Restricted Stock Unit Agreement (W.W. Grainger, Inc.), Restricted Stock Unit Agreement (Grainger W W Inc)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant Grantee acknowledges, understands and agrees that:
a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan;
b) b. the grant of Restricted Stock Units Award is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Unitsthereof, even if Restricted Stock Units have been granted in the past;
c) c. all decisions with respect to future awards of Restricted Stock Unit Units or other award grantsawards, if any, will be at the sole discretion of the Committee;
d) d. the Participant is voluntarily participating in the Plan;
e) the ParticipantGrantee’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without causeis voluntary;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with e. the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Award and any Shares subject to the Restricted Stock Units, and the income and value of the same, Award are not intended to replace any pension rights or compensation;
h) f. the grant of Restricted Stock Units, the Award and any Shares subject to the Restricted Stock UnitsAward, and the income and value of the same, are not part of normal or expected compensation for purposes of any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, holiday pay, leave pay, pension or welfare or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for mandatory payments;
g. unless otherwise agreed with the Company, the Employer Award and any Shares subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of an Affiliate;
h. neither the Award nor any provision of this Award Agreement, the Plan or the policies adopted pursuant to the Plan, confer upon the Grantee any right with respect to employment or continuation of current employment, and in the event that the Grantee is not an employee of the Company or any subsidiary of the Company, the Award shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate;
i) i. the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
jj. no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the Grantee 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 local labor laws in the jurisdiction where the Grantee is employed or the terms of Grantee’s employment agreement, if any);
k. for purposes of the Award, the Grantee’s employment will be considered terminated as of the date he or she is no longer actively providing services to the Company or an Affiliate and the Grantee’s right, if any, to vest in and be paid any portion of the Award after such termination of employment or services (regardless of the reason for such termination and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any) will be measured by the date the Grantee ceases to actively provide services and will not be extended by any notice period (e.g., 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 the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be actively providing services while on a leave of absence);
l. unless otherwise provided in the Plan or by the Company Committee in its discretion, the Restricted Stock Units Award and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units Award 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) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) m. neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the ParticipantGrantee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units Award or of any amounts due to the Participant Grantee pursuant to the vesting settlement of Restricted Stock Units the Award or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 4 contracts
Samples: Restricted Stock Unit Award Agreement (Elanco Animal Health Inc), Replacement Restricted Stock Unit Award Agreement (Elanco Animal Health Inc), Replacement Restricted Stock Unit Award Agreement (Elanco Animal Health Inc)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant Award of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit Units or other award grantsawards, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant Award of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(f) the grant Award of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(g) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j(h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 SharesCommon Stock;
k(i) 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 the same, are not granted as consideration for, or in connection with, the Service the service Participant may provide as a director of an Affiliate;a Subsidiary or affiliate of the Company; and
l(j) the following provisions apply only if Participant is providing services outside the United States:
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Participant as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant award of the Restricted Stock UnitsUnits to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, the Employer or any Affiliateother Parent or Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer or any other Parent or Subsidiary 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, 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; and
m(ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Affiliate Parent 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 4 contracts
Samples: Restricted Stock Unit Award Agreement (National Instruments Corp /De/), Restricted Stock Unit Award Agreement (National Instruments Corp /De/), Restricted Stock Unit Award Agreement (National Instruments Corp /De/)
Nature of Grant. In accepting the grant of Restricted Stock Units, the Participant acknowledges, understands and agrees acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will Units and the underlying Shares subject to the Restricted Stock Units are extraordinary items that do not be interpreted constitute compensation of any kind for services of any kind rendered to form an employment or service contract or relationship with the Company or an any Subsidiary or Affiliate, and which is outside the scope of Participant’s employment contract, if any;
(f) the Restricted Stock Units and the underlying Shares subject to the Restricted Stock Units are not intended to replace any pension rights, if any, or compensation;
(g) the grant of Restricted Stock Units, Units and the underlying Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer Company or any Subsidiary or Affiliate;
(h) the grant of the Restricted Stock Units and Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate;
(i) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) if Participant obtains Shares upon settlement of Participant’s Restricted Stock Units, the value of those shares acquired may increase or decrease in value;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of Participant’s employment with the Company or any Subsidiary or Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Company, the Subsidiaries and the Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Participant will be deemed irrevocably to have waived Participant’s entitlement to pursue such claim;
(l) in the event of termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Compensation Committee shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of Participant’s Restricted Stock Units;
(m) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of Common Stock;
(n) Participant is hereby advised to consult with Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan;
(o) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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) unless otherwise agreed with shares of the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m(p) neither the Company, the Employer any Subsidiary nor any 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany shares acquired upon settlement.
Appears in 4 contracts
Samples: Award Agreement for Employees – Restricted Stock Units (EnerSys), Award Agreement for Employees – Restricted Stock Units (EnerSys), Award Agreement for Employees – Restricted Stock Units (EnerSys)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant no longer is actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator will have the exclusive discretion to determine when Participant no longer is actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) Participant acknowledges and agrees that no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages will arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant otherwise is not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, Participant will 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.
Appears in 4 contracts
Samples: Restricted Stock Unit Award Agreement (Telenav, Inc.), Restricted Stock Unit Award Agreement (Telenav, Inc.), Restricted Stock Unit Award Agreement (Telenav, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsthis Award, the Participant acknowledges, understands and agrees Xxxxxxx acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award restricted stock unit grants, if any, will be at the sole discretion of the Committee;
(d) the Participant Grantee is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Units and the Company or an Affiliate;
g) the grant of Restricted Common Stock Units, the Shares subject to the Restricted Stock UnitsUnits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or Grantee’s employer, and which is outside the income scope of Xxxxxxx’s employment contract, if any;
(f) the Restricted Stock Units and value of the same, Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and future value of the same, underlying Common Stock is unknown and cannot be predicted with certainty;
(h) Awards and resulting benefits are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered insofar as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepermitted by law;
(i) the future value in consideration of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to grant of the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Grantee’s employment with the ParticipantCompany or Grantee’s Service employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and Grantee irrevocably releases the Company and Grantee’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and
(j) in the jurisdiction where event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the Participant is employed or Restricted Stock Units under the terms of the Participant’s employment or service agreementPlan, if any), and in consideration will terminate effective as of the grant date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of Restricted Stock Units, “garden leave” or similar period pursuant to local law); the Participant agrees not Committee shall have the exclusive discretion to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value purposes of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of SharesUnits.
Appears in 4 contracts
Samples: Restricted Stock Units Agreement (Trimas Corp), Restricted Stock Units Agreement (Trimas Corp), Restricted Stock Units Agreement (Trimas Corp)
Nature of Grant. In accepting the grant this Award of Restricted Stock Units, the Participant understands, acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by provided for in the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsequity awards, or benefits in lieu of Restricted Stock Unitsequity awards, even if Restricted Stock Units equity awards have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Units and Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certaintypredicted;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or Service Recipient (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in the Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company or the Service Recipient, and waives his or her ability, if any, to bring any such claim, and releases the Company or the Service Recipient 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, 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;
(i) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this the Award 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;; and
k(j) unless otherwise agreed in the event Participant is not an employee of the Company, Participant understands and agrees that neither the offer to participate in the Plan, nor his or her participation in the Plan, will be interpreted to form an employment contract or relationship with the Company, and furthermore, nothing in the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection withPlan, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Award Agreement nor Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws participation in the jurisdiction where the Participant is employed or the terms of the Participant’s Plan will be interpreted to form an employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither contract with the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 4 contracts
Samples: Restricted Stock Unit Agreement (Inogen Inc), Restricted Stock Unit Agreement (Inogen Inc), Restricted Stock Unit Agreement (Inogen Inc)
Nature of Grant. In accepting the grant of Restricted Stock UnitsOption, the Participant acknowledges, understands acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Options is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsstock options, or benefits in lieu of Restricted Stock Unitsstock options, even if Restricted Stock Units stock options have been granted in the past;
(c) all decisions decision with respect to future Restricted Stock Unit stock options or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service employment or service relationship with the Company or the Employer and shall not interfere with the ability of the Company or the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract relationship at any time;
(e) the Participant is voluntarily participating in the Plan;
(f) the Options and the shares of Stock subject to the Options, and any value of the shares of Stock, and any income or relationship with earnings from holding the shares of Stock, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or an Affiliatethe Employer, and which is outside the scope of the Participant’s employment or service contract, if any;
(g) the grant Options and the shares of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsOptions, and the income and value of the same, same are not intended to replace any pension rights or compensation;
(h) the grant Options and the shares of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsOptions, and the income and value of the same, are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, 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 and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or of any AffiliateSubsidiary;
(i) the future value of Option grant and the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided Participant’s participation in the Plan will not be interpreted to form an employment or by service contract or relationship with the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Sharesa Subsidiary;
k(j) unless otherwise agreed with the Company, the Restricted Stock Units Options and the Shares shares of Stock subject to the Restricted Stock UnitsOption, and the income and value of the same, are not granted as consideration for, or in connection with, the Service any service the Participant may provide as a director of an Affiliatea Subsidiary;
(k) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(l) if the underlying shares of Stock do not increase in value, the Option will have no value;
(m) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Option resulting from the termination of the Participant’s Service Termination of Services (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where the Participant is employed renders services or the terms of the Participant’s employment or service agreement, if any);
(n) unless otherwise provided in the Plan or by the Company in its sole discretion, the Options and the benefits evidenced by this Agreement do not create any entitlement to have the Options or any such benefit transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in consideration connection with any corporate transaction affecting the shares of Stock of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any AffiliateCompany; and
m(o) neither the Company, the Employer Employer, nor any Affiliate other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States U.S. Dollar that may affect the value of the Restricted Stock Units Option or of any amounts due to the Participant pursuant to upon exercise of the vesting of Restricted Stock Units Options or the subsequent sale of Sharesany shares of Stock acquired upon settlement.
Appears in 3 contracts
Samples: Stock Option Agreement (TransDigm Group INC), Stock Option Agreement (TransDigm Group INC), Stock Option Agreement (TransDigm Group INC)
Nature of Grant. In accepting the grant of the Restricted Stock Units, the Participant Grantee acknowledges, understands and agrees that:
a) a. the Plan is and the LTIP are established voluntarily by the Company, it is they are discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the PlanPlan and the LTIP;
b) b. the grant of the Restricted Stock Units is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsan award, or benefits in lieu of Restricted Stock Unitsan award, even if Restricted Stock Units have been granted in the past;
c) c. all decisions with respect to future grants of Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d) d. the Participant Grantee is voluntarily participating in the PlanPlan and LTIP;
e) e. the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock UnitsStock, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h) f. the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not part of normal or expected compensation for purposes of of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments payments;
g. unless otherwise agreed with the Company in writing, the Restricted Stock Units and in no event should be considered the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as compensation consideration for, or relating in any way to, past services for the Companyconnection with, the Employer or any Affiliateservice the Grantee may provide as a director of an affiliate;
i) h. the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) i. no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the ParticipantGrantee’s Service Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant Grantee is employed or the terms of the ParticipantGrantee’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) j. neither the Company, Company nor the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the ParticipantGrantee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant Grantee pursuant to the vesting settlement of Restricted Stock Units Grantee's or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 3 contracts
Samples: Time Based Restricted Stock Unit Award Agreement (Spirit AeroSystems Holdings, Inc.), Performance Based Restricted Stock Unit Award Agreement (Spirit AeroSystems Holdings, Inc.), Time Based Restricted Stock Unit Award Agreement (Spirit AeroSystems Holdings, Inc.)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted 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(b) all decisions with respect to future Restricted Stock Unit restricted stock units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) Participant acknowledges and agrees that no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, 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.
Appears in 3 contracts
Samples: Global Restricted Stock Unit Agreement (Pacific Biosciences of California, Inc.), Performance Based Restricted Stock Unit Agreement (Pacific Biosciences of California, Inc.), Global Restricted Stock Unit Agreement (Pacific Biosciences of California, Inc.)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant Award of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit Units or other award grantsawards, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant Award of Restricted Stock Units, the Shares subject to the Restricted Stock Units, Units and the income and cash or Shares issuable thereunder, including the value of the samefuture dividends, distributions and proceeds, are not intended to replace any pension rights or compensation;
h(f) the grant Award of Restricted Stock Units, the Shares subject to the Restricted Stock Units, Units and the income and cash or Shares issuable thereunder, including the value of the samefuture dividends, distributions and proceeds, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(g) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j(h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 SharesCommon Stock;
k(i) unless otherwise agreed with the Company, the Restricted Stock Units and the cash or Shares subject to issuable thereunder, including the Restricted Stock Units, and the income and value of the samefuture dividends, distributions and proceeds, are not granted as consideration for, or in connection with, the Service the service Participant may provide as a director of an Affiliate;a Subsidiary or affiliate of the Company; and
l(j) the following provisions apply only if Participant is providing services outside the United States:
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Participant as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant Award of the Restricted Stock UnitsUnits to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, the Employer or any Affiliateother Parent or Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer or any other Parent or Subsidiary 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, 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; and
m(ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Affiliate Parent 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (National Instruments Corp), Restricted Stock Unit Award Agreement (National Instruments Corp), Restricted Stock Unit Award Agreement (National Instruments Corp)
Nature of Grant. In accepting the grant of Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees Xxxxxxx acknowledges that:
(a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award restricted stock unit grants, if any, will be at the sole discretion of the CommitteeCorporation;
(d) the Participant Grantee is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Units and the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsUnits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or Grantee’s employer, and which is outside the income scope of Xxxxxxx’s employment contract, if any;
(f) the Restricted Stock Units and value of the same, Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and future value of the same, underlying Stock is unknown and cannot be predicted with certainty;
(h) Awards and resulting benefits are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered insofar as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepermitted by law;
(i) the future value in consideration of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to grant of the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Grantee’s employment with the ParticipantCorporation or Grantee’s Service employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and Grantee irrevocably releases the Corporation and Grantee’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waive any entitlement to pursue such claim; and
(j) in the jurisdiction where event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the Participant is employed or Restricted Stock Units under the terms of the Participant’s employment or service agreementPlan, if any), and in consideration will terminate effective as of the grant date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of Restricted Stock Units, “garden leave” or similar period pursuant to local law); the Participant agrees not Committee shall have the exclusive discretion to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value purposes of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of SharesUnits.
Appears in 3 contracts
Samples: Restricted Stock Units Agreement (Trimas Corp), Restricted Stock Units Agreement (Trimas Corp), Restricted Stock Units Agreement (Trimas Corp)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the Committee;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted Units and the Shares subject to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, and the income from and value of same, are not intended to replace any pension rights or compensation;
(e) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments payments;
(f) unless otherwise agreed with the Company in writing, the Restricted Stock Units and in no event should be considered the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as compensation consideration for, or relating in any way to, past services for the Companyconnection with, the Employer or any Affiliateservice Participant may provide as a director of a Subsidiary;
i(g) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certaintypredicted;
j(h) for purposes of the Restricted Stock Units, Participant’s Continuous Status as a Participant will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Committee, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(i) unless otherwise provided in the Plan or by the Company Committee in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(j) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) Participant acknowledges and agrees that no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, 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.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (Micron Technology Inc), Restricted Stock Agreement (Micron Technology Inc), Restricted Stock Unit Agreement (Micron Technology Inc)
Nature of Grant. In accepting the grant of Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees Xxxxxxx acknowledges that:
(a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award restricted stock unit grants, if any, will be at the sole discretion of the CommitteeCorporation;
(d) the Participant Grantee is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Units and the Company or an Affiliate;
g) the grant of Restricted Common Stock Units, the Shares subject to the Restricted Stock UnitsUnits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or Grantee’s employer, and which is outside the income scope of Xxxxxxx’s employment contract, if any;
(f) the Restricted Stock Units and value of the same, Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and future value of the same, underlying Common Stock is unknown and cannot be predicted with certainty;
(h) Awards and resulting benefits are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered insofar as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepermitted by law;
i(j) the future value in consideration of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to grant of the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Grantee’s employment with the ParticipantCorporation or Grantee’s Service employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Grantee irrevocably releases the Corporation and Grantee’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreementto have arisen, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not Grantee shall be deemed irrevocably to institute have waive any claim against the Company or any Affiliateentitlement to pursue such claim; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 3 contracts
Samples: Restricted Stock Units Agreement (Trimas Corp), Restricted Stock Units Agreement (Trimas Corp), Restricted Stock Units Agreement (Trimas Corp)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Share Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Share Units, or benefits in lieu of Restricted Stock Share Units, even if Restricted Stock Share Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit Share Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in Restricted Share Units and the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Ordinary Shares subject to the Restricted Stock Units, and the income and value of the same, Share Units are not intended to replace any pension rights or compensation;
h(f) the grant of Restricted Stock Units, Share Units and the Ordinary Shares subject to the Restricted Stock Share Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(g) the future value of the underlying Ordinary Shares is unknown, indeterminable and cannot be predicted with certainty;
j(h) for purposes of the Restricted Share Units, Participant’s status as an employee or other service provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any parent or Subsidiary of the Company (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a service provider or the terms of Participant’s service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Administrator, Participant’s right to vest in the Restricted Share Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a service provider or the terms of Participant’s service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Share Units grant (including whether Participant 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 Share Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Share 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 Ordinary Shares;; and
k(j) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
i. the Restricted Stock Share Units and the Ordinary Shares subject to the Restricted Stock UnitsShare Units are not part of normal or expected compensation or salary for any purpose;
ii. Participant acknowledges and agrees that none of the Company, the Employer, or any parent or Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the income and United States Dollar that may affect the value of the same, are not granted as consideration for, Restricted Share Units or in connection with, of any amounts due to Participant pursuant to the Service settlement of the Participant may provide as a director Restricted Share Units or the subsequent sale of an Affiliate;any Ordinary Shares acquired upon settlement; and
l) iii. no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Share Units resulting from the termination of the Participant’s Service employment or other service with the Company or its Subsidiaries (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed an employee or other service provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock UnitsShare Units to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, any Subsidiary or the Employer, waives his or her ability, if any, to bring any Affiliate; and
m) neither such claim, and releases the Company, any parent of the Company, any Subsidiary and the Employer nor from any Affiliate such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharessuch claim.
Appears in 3 contracts
Samples: Restricted Share Unit Agreement (Fabrinet), Restricted Share Unit Agreement (Fabrinet), Restricted Share Unit Agreement (Fabrinet)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
; (b) the grant of the Restricted Stock Units is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsan award, or benefits in lieu of Restricted Stock Unitsan award, even if Restricted Stock Units have been granted in the past;
; (c) all decisions with respect to future grants of Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the Committee;
Company; (d) the Participant is voluntarily participating in the Plan;
; (e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h; (f) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not part of normal or expected compensation for purposes of of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments payments; (g) unless otherwise agreed with the Company in writing, the Restricted Stock Units and in no event should be considered the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as compensation consideration for, or relating in any way to, past services for the Companyconnection with, the Employer or any Affiliate;
iservice the Participant may provide as a director of a Subsidiary; (h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (Zebra Technologies Corp), Restricted Stock Unit Agreement (Zebra Technologies Corp), Restricted Stock Unit Agreement (Zebra Technologies Corp)
Nature of Grant. In accepting the grant of Restricted Stock UnitsOption, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of Restricted Stock Units the Option is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsoptions, or benefits in lieu of Restricted Stock Unitsoptions, even if Restricted Stock Units options have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit option or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in Option and any Shares acquired under the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant of Restricted Stock Units, Option and Shares acquired under the Shares subject to the Restricted Stock Units, Plan and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement retirement, or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Option is unknown, indeterminable indeterminable, and cannot be predicted with certaintypredicted;
(g) if the underlying Shares do not increase in value, the Option will have no value;
(h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(i) for purposes of the Option, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time), and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator will have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Option grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(j) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units Option and the benefits evidenced by this Award Option Agreement do not create any entitlement to have the Restricted Stock Units Option or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out out, or substituted for, in connection with any corporate transaction affecting the Shares;; and
(k) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the Restricted Stock Units United States:
(i) the Option and the Shares subject to the Restricted Stock Units, Option are not part of normal or expected compensation or salary for any purpose;
(ii) Participant acknowledges and agrees that no Service Recipient will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the income and United States Dollar that may affect the value of the same, are not granted as consideration for, Option or in connection with, of any amounts due to Participant pursuant to the Service exercise of the Participant may provide as a director Option or the subsequent sale of an Affiliate;any Shares acquired upon exercise; and
l(iii) no claim or entitlement to compensation or damages shall will arise from forfeiture of the Restricted Stock Units Option resulting from the termination of the Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsthe Option to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient from any such claim; if, notwithstanding the Company foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharessuch claim.
Appears in 3 contracts
Samples: Stock Option Agreement (CXApp Inc.), Stock Option Agreement (Transphorm, Inc.), Stock Option Agreement (Transphorm, Inc.)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not part of normal or expected compensation for purposes of of, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments payments;
(f) unless otherwise agreed with the Company in writing, the Restricted Stock Units and in no event should be considered the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as compensation consideration for, or relating in connection with, the service Participant may provide as a director of any way to, past services for Subsidiary or Parent of the Company, the Employer or any Affiliate;
i(g) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
j(h) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with Applicable Laws).
(i) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(j) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
mii) neither the Company, the Employer Company nor any Affiliate Service Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, 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.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (Paymentus Holdings, Inc.), Restricted Stock Unit Agreement (Paymentus Holdings, Inc.), Restricted Stock Unit Agreement (Paymentus Holdings, Inc.)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or 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 extraordinaryvoluntary, voluntary exceptional and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units or other awards have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall this Award Agreement does not create a right confer upon Awardee any rights with respect to further Service with continuation of employment by the Employer and shall not interfere with the ability of the Employer to terminate the ParticipantAwardee’s Service employment or service relationship (if any) at any time with or without causetime;
f(e) a the 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 an 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 grant of Restricted Stock Units, the Shares subject to Plan;
(h) the Restricted Stock UnitsUnits and the underlying shares of Stock, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(i) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsUnits and the underlying shares of Stock, and the income from and value of the same, are not part of normal or expected compensation or salary for purposes of of, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for payments;
(j) unless otherwise agreed with the Company, the Employer Restricted Stock Units and the underlying shares of Stock, and the income from and value of same, are not granted as consideration for, or in connection with, the service Awardee may provide as a director of any Affiliate;
i(k) the future value no claim or entitlement to compensation or damages shall arise from forfeiture of the underlying Shares Restricted Stock Units resulting from termination of Awardee’s employment or service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is unknownemployed or the terms of Awardee’s employment or other service agreement, indeterminable and cannot be predicted with certaintyif any);
j(l) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;Stock; and
k(m) unless otherwise agreed with if Awardee resides outside the Company, U.S.:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Unitsunderlying shares of Stock, and the income from and value of the same, are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to expected compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (salary for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliatepurpose; and
m(ii) neither the Company, the Employer nor any other Affiliate 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 Restricted Stock Units Award or of any amounts due to the Participant Awardee pursuant to the vesting settlement of Restricted the Award, the subsequent sale of any shares of Stock Units acquired under the Plan or the sale receipt of Sharesany dividends or Dividend Equivalent Rights.
Appears in 3 contracts
Samples: Global Restricted Stock Unit Agreement (Citrix Systems Inc), Global Restricted Stock Unit Agreement (Citrix Systems Inc), Global Restricted Stock Unit Agreement (Citrix Systems Inc)
Nature of Grant. In accepting By signing the grant of Restricted Stock UnitsAgreement, the Participant acknowledges, understands acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(e) the Participant’s participation in the Plan shall not create a right to further Service any employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service employment relationship, if any, at any time with or without cause;time.
(f) a the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Units and the Company or an Affiliate;
g) the grant of Restricted Stock Units, the RSU Shares subject to the Restricted Stock UnitsUnits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the income and value scope of the sameParticipant’s employment or service contract, if any;
(g) the Restricted Stock Units and the RSU Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(h) the grant of Restricted Stock Units, Units and the RSU Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any AffiliateAffiliate of the Company;
(i) the future value of the underlying RSU Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) unless otherwise provided in consideration of the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to grant of the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service employment (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived the Participant’s right to pursue or seek remedy for any such claim or entitlement;
(k) in the jurisdiction where the Participant is employed or the terms event of termination of the Participant’s employment (whether or service agreement, if anynot in breach of local labor laws), the Participant’s right to receive Restricted Stock Units under the Plan and to vest in consideration of the grant of such Restricted Stock Units, if any, will terminate effective as of the date that the Participant agrees is no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to institute any claim against local law); the Company or any Affiliate; and
m) neither Committee shall have the Company, exclusive discretion to determine when the Employer nor any Affiliate shall be liable Participant is no longer actively employed for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value purposes of the Restricted Stock Units or of any amounts due to Units; and
(l) the Participant pursuant to the vesting of Restricted Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or the sale transfer of Sharesliability.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (ExlService Holdings, Inc.), Restricted Stock Unit Agreement (ExlService Holdings, Inc.), Restricted Stock Unit Agreement (ExlService Holdings, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Units, the The Participant acknowledges, understands acknowledges and agrees that:
: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
; (b) the grant of Restricted Stock Units RSUs is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsRSUs, or benefits in lieu of Restricted Stock UnitsRSUs, even if Restricted Stock Units RSUs have been granted repeatedly in the past;
; (c) all decisions with respect to future Restricted Stock Unit or other award RSU grants, if any, will be at the sole discretion of the Committee;
Company; (d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
gis voluntary; (e) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, RSUs are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not a part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate;
ipayments; (f) the future value of the underlying Shares shares is unknown, indeterminable unknown and cannot be predicted with certainty;
j; and (g) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value consideration of the samegrant of RSUs, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Units RSUs or diminution in value of the RSUs or shares received upon vesting including (without limitation) any claim or entitlement resulting from the termination of the Participant’s Service active employment by the Company or a Subsidiary or Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where local labor laws) and the Participant hereby releases the Company and its Subsidiaries and Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is employed or found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the terms of Participant shall be deemed irrevocably to have waived the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not entitlement to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharespursue such claim.
Appears in 3 contracts
Samples: Employment Contract (Priceline Com Inc), Employment Contract (Priceline Com Inc), Restricted Stock Unit Agreement (Priceline Com Inc)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certaintypredicted;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not such termination is later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) no claim or entitlement to compensation or damages shall arise from forfeiture Participant acknowledges and agrees that none of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor or any Affiliate Parent 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Service Recipient 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, 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.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (fuboTV Inc. /FL), Restricted Stock Unit Agreement (fuboTV Inc. /FL), Restricted Stock Unit Agreement (fuboTV Inc. /FL)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or 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 extraordinaryvoluntary, voluntary exceptional and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units or other awards have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall this Award Agreement does not create a right confer upon Awardee any rights with respect to further Service with continuation of employment by the Employer and shall not interfere with the ability of the Employer to terminate the ParticipantAwardee’s Service employment or service relationship (if any) at any time with or without causetime;
f(e) a the 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 an 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 grant of Restricted Stock Units, the Shares subject to Plan;
(h) the Restricted Stock UnitsUnits and the underlying shares of Stock, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(i) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsUnits and the underlying shares of Stock, and the income from and value of the same, are not part of normal or expected compensation or salary for purposes of of, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for payments;
(j) unless otherwise agreed with the Company, the Employer Restricted Stock Units and the underlying shares of Stock, and the income from and value of same, are not granted as consideration for, or in connection with, the service Awardee may provide as a director of any Affiliate;
i(k) the future value no claim or entitlement to compensation or damages shall arise from forfeiture of the underlying Shares Restricted Stock Units resulting from termination of Awardee’s employment or service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is unknownemployed or the terms of Awardee’s employment or other service agreement, indeterminable and cannot be predicted with certaintyif any);
j(l) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;Stock; and
k(m) unless otherwise agreed with if Awardee resides outside the Company, U.S.:
i) the Restricted Stock Units and the Shares subject to the Restricted Stock Unitsunderlying shares of Stock, and the income from and value of the same, are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to expected compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (salary for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliatepurpose; and
mii) neither the Company, the Employer nor any other Affiliate 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 Restricted Stock Units Award or of any amounts due to the Participant Awardee pursuant to the vesting settlement of Restricted the Award, the subsequent sale of any shares of Stock Units acquired under the Plan or the sale receipt of Sharesany dividends or Dividend Equivalent Rights.
Appears in 3 contracts
Samples: Global Restricted Stock Unit Agreement (Citrix Systems Inc), Global Restricted Stock Unit Agreement (Citrix Systems Inc), Global Restricted Stock Unit Agreement (Citrix Systems Inc)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to unless otherwise provided in the extent permitted by Plan and the PlanAgreement;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAwards, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted in the past;
(c) all decisions with respect to any such future Restricted Stock Unit or other award grantsAwards, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant’s participation in the Plan does not provide the Participant is voluntarily participating in with benefits outside of the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without causeis voluntary;
(f) a the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Units and the Company or an Affiliate;
g) the grant shares of Restricted Common Stock Units, the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not intended to replace any pension rights or compensationan extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any;
h(g) the grant of Restricted Stock Units, Units and the Shares 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 purposes of any purposes, including, but not limited to, calculating any severance, resignation, terminationredundancy, redundancyholiday pay, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer Company or any Affiliate;
i(h) the future value Restricted Stock Units the shares of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, Common Stock subject to the Restricted Stock Units and the benefits evidenced by this Award Agreement do income from and value of same, are not create intended to replace any entitlement to have the Restricted Stock Units pension rights or any such benefits transferred to, be granted as compensation or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Sharesas a bonus for past service;
k(i) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units, and the income from and value of the same, are not granted as consideration for, or in connection with, the Service any service the Participant may provide as a director of an Affiliate;
l(j) the future value of the shares of Common Stock subject to the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the Participant’s termination of employment by the Company (for any reason whatsoever and whether or not in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s Service employment agreement, if any).
(l) for any purposes of the Restricted Stock Units, the Participant’s status as an Eligible Person will be considered terminated as of the date the Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason whatsoever, for such termination and whether or not later found to be found 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 expressly provided in the Agreement or determined by the Company, 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 the terms of the Participant’s employment agreement, if any), and in consideration ; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
(m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting and settlement of the Restricted Stock Units or the subsequent sale of Sharesany shares of Stock acquired upon settlement.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (Cirrus Logic, Inc.), Restricted Stock Unit Agreement (Cirrus Logic, Inc.), Restricted Stock Unit Agreement (Cirrus Logic Inc)
Nature of Grant. In accepting The following provisions supplement Section 8 of the Agreement:
(a) the grant of Restricted Stock Units, the Participant acknowledges, understands and agrees that:
a) RSUs under the Plan is established voluntarily by the Company, it is discretionary at one time does not in nature and it may be modified, amended, suspended any way obligate Newmont or terminated by the Company at its Subsidiaries to grant additional RSUs in any time, to the extent permitted by the Plan;future year or in any given amount.
(b) the grant of Restricted Stock Units is extraordinary, voluntary RSUs and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the Committee;
d) the Participant is voluntarily participating in the Plan;
e) the ParticipantEmployee’s participation in the Plan shall not create a right to further Service employment or be interpreted as forming or amending an employment or service contract with the Employer Newmont and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an Employee's employment or service contract or relationship with the Company or an Affiliate;(if any).
g(c) the grant of Restricted Stock UnitsRSUs should in no event be considered as compensation for, or relating in any way to, past services for Newmont, the Shares Employer or any Subsidiary.
(d) Employee further acknowledges and understands that Employee’s participation in the Plan is voluntary and that the RSUs and any future RSUs under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar mandatory payments, other than to the extent required by local law.
(e) Employee acknowledges and understands that the future value of the shares of Common Stock acquired by Employee under the Plan is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from the forfeiture of the RSUs or termination of the Plan or the diminution in value of any shares of Common Stock acquired under the Plan and Employee irrevocably releases Newmont and its Subsidiaries from any such claim that may arise.
(f) Employee acknowledges and understands the RSUs and the shares of Common Stock subject to the Restricted Stock UnitsRSUs, and the income and value of the same, are not intended to replace any pension rights or compensation;.
h(g) Employee acknowledges for the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value purposes of the sameRSUs, are not part of normal his or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should her employment will be considered terminated as compensation for, of the date he or relating in any way to, past she is no longer actively providing services for the Companyto Newmont, the Employer or any Affiliate;
i) the future value Subsidiary (regardless of the underlying Shares reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where he or she is unknownemployed or the terms of his or her employment agreement, indeterminable if any), and canunless otherwise expressly provided in this Agreement or determined by Newmont, if any, will terminate as of such date and will not be predicted with certainty;
j) unless otherwise provided extended by any notice period (e.g., 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 Plan jurisdiction where he or by she is employed or the Company in its discretionterms of his or her employment agreement, if any); the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to Newmont Committee shall have the Restricted Stock Units exclusive discretion to determine when Employee is no longer actively providing services for purposes of his or any such benefits transferred to, or assumed by, another company nor her RSU grant (including whether Employee may still be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;considered to be providing services while on a leave of absence).
k(h) Employee acknowledges and understands that unless otherwise agreed with the CompanyNewmont, the Restricted Stock Units RSUs and the Shares shares of Common Stock subject to the Restricted Stock UnitsRSUs, and the income and value of the same, are not granted as consideration for, or in connection with, with the Service the Participant service he or she may provide as a director of an Affiliate;a Subsidiary of Newmont.
l(i) no claim or entitlement Employee acknowledges and understands the RSUs and the share of Common Stock subject to compensation or damages shall arise from forfeiture the RSUs and the income and value of the Restricted Stock Units resulting from the termination same, are not part of the Participant’s Service (normal or expected compensation salary for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), purpose.
(j) Employee acknowledges and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) understands that neither the CompanyNewmont, the Employer nor any other Affiliate of Newmont shall be liable for any foreign exchange rate fluctuation between the Participant’s his or her local currency and the United States Dollar that may affect the value of the Restricted Stock Units RSU or of any amounts due to the Participant Employee pursuant to the vesting settlement of Restricted Stock Units the RSU or the subsequent sale of Sharesany shares of Common Stock acquired upon settlement.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (NEWMONT Corp /DE/), Restricted Stock Unit Agreement (NEWMONT Corp /DE/), Restricted Stock Unit Agreement (NEWMONT Corp /DE/)
Nature of Grant. In accepting the grant of Restricted Stock Units, the Participant acknowledges, understands and agrees Grantee acknowledges that:
a: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to unless otherwise provided in the extent permitted by the Plan;
bPlan and this Agreement; (ii) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted repeatedly in the past;
c; (iii) all decisions with respect to future Restricted Stock Unit or other award restricted stock unit grants, if any, will be at the sole discretion of the Company and the Committee;
d; (iv) the Participant is voluntarily participating in the Plan;
e) the ParticipantGrantee’s participation in the Plan shall not create a right to further Service employment with the Employer Company, an Affiliate, or a Subsidiary and shall not interfere with the ability of the Employer Company, an Affiliate, or a Subsidiary to terminate the ParticipantGrantee’s Service employment relationship at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g; (v) the grant of Restricted Stock Units, Grantee is voluntarily participating in the Shares subject to Plan; (vi) the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and payments; (vii) in no the event should be considered as compensation for, or relating in any way to, past services for that the Grantee is not an employee of the Company, an Affiliate, or a Subsidiary, the Employer Restricted Units grant will not be interpreted to form an employment contract or relationship with the Company or with any Affiliate;
iAffiliate or Subsidiary; (viii) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
j; (ix) unless otherwise provided the value of Shares acquired upon vesting may increase or decrease in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Unitsvalue, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for Restricted Units or from any reason whatsoever, whether or not later found to be invalid or 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 in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or Shares received upon vesting of Restricted Units, and the Grantee irrevocably releases the Company and all Affiliates and Subsidiaries from any amounts due such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (x) in the event of an involuntary termination of the Grantee’s employment (whether or not in breach of local labor laws), the Grantee’s right to receive Restricted Units and vest under the Plan, if any, will, except as otherwise provided in an Employment Agreement, terminate effective as of the date that Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Grantee’s right to receive Shares pursuant to the vesting Restricted Units after termination of employment, if any, will be measured by the date of termination of Grantee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Restricted Stock Units or the sale of Sharesaward.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (Novell Inc), Restricted Stock Unit Agreement (Novell Inc), Restricted Stock Unit Agreement (Novell Inc)
Nature of Grant. The following provision supplements Section 18 of the Restricted Stock Unit Agreement. In accepting the grant of Restricted Stock UnitsRSUs, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that:
(a) the 2006 Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time, to the extent permitted by the 2006 Plan;
(b) the grant of Restricted Stock Units the RSUs is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted 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 Unit restricted stock units or other award grants, if any, will be at the sole discretion of the CommitteeCorporation;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s grant of RSUs and your participation in the 2006 Plan shall not create a right to further Service employment or be interpreted as forming an employment or service contract with the Employer Corporation, the Employer, or any parent or Subsidiary and shall not interfere with the ability of the Employer Corporation, the Employer, or any parent or Subsidiary to terminate the Participant’s Service at any time with or without causeyour employment;
(e) you are voluntarily participating in the 2006 Plan;
(f) a Restricted the RSUs and the shares of Common Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, RSUs are not intended to replace any pension rights or compensation;
h(g) the grant RSUs and the shares of Restricted Common Stock Units, the Shares subject to the Restricted Stock UnitsRSUs, and the income from and value of the same, are not part of normal or expected compensation or salary for purposes any purposes, including, but not limited to, calculation of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatemandatory payments;
i(h) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
j(i) unless otherwise provided in notwithstanding any terms or conditions of the 2006 Plan or by to the Company in its discretioncontrary, for purposes of your RSUs, your employment will be considered terminated as of the Restricted Stock Units and date you are no longer actively providing services to the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units Corporation 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value Subsidiary (regardless of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the reason for such termination of the Participant’s Service (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed you are providing service or the terms of your service agreement, if any) and will not be extended by any notice period (e.g., your 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 Participant’s employment jurisdiction where you are providing service or the terms of your service agreement, if any), and in consideration . The Committee (as defined below) shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the your RSU grant (including whether you may still be considered to be providing services while on a leave of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliateabsence); and
m(j) neither the Company, Corporation nor the Employer nor any Affiliate shall parent or Subsidiary will be liable for any foreign exchange rate fluctuation between the Participant’s your local currency and the United States Dollar that may affect the value of the Restricted Stock Units RSUs or of any amounts due to the Participant you pursuant to the vesting of Restricted Stock Units RSUs or the subsequent sale of Sharesany shares of Common Stock subject to the RSUs acquired under the 2006 Plan.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (Intel Corp), Restricted Stock Unit Agreement (Intel Corp), Restricted Stock Unit Agreement (Intel Corp)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant Award of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the Committee;
d) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant Award of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant Award of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;; and
j(g) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of SharesCommon Stock.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (National Instruments Corp), Restricted Stock Unit Award Agreement (National Instruments Corp /De/)
Nature of Grant. In accepting the grant of Restricted Stock Unitsthis Award, the Participant acknowledges, understands and agrees Xxxxxxx acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement;
(b) the grant of Restricted Stock Units this Award is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsawards, or benefits in lieu of Restricted Stock Unitsawards, even if Restricted Stock Units awards have been granted repeatedly in the past;,
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the Committee;
(d) the Participant Grantee is voluntarily participating in the Plan;
(e) the Participant’s participation in PSUs and the Plan shall Common Stock subject to the PSUs are an extraordinary item that does not create a right constitute compensation of any kind for services of any kind rendered to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an AffiliateGrantee’s employer, and which is outside the scope of Xxxxxxx’s employment contract, if any;
g(f) the grant of Restricted PSUs and the Common Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, PSUs are not intended to replace any pension rights or compensation;
(g) the future value of the underlying Common Stock is unknown and cannot be predicted with certainty;
(h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, PSUs and the income and value of the same, resulting benefits are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered insofar as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepermitted by law;
(i) the future value in consideration of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value grant of the samePSUs, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units PSUs resulting from the termination of Grantee’s employment with the ParticipantCompany or Grantee’s Service employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and Grantee irrevocably releases the Company and Grantee’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and
(j) in the jurisdiction where event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the Participant is employed or PSUs under the terms of the Participant’s employment or service agreementPlan, if any), and in consideration will terminate effective as of the grant date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of Restricted Stock Units, “garden leave” or similar period pursuant to local law); the Participant agrees not Committee shall have the exclusive discretion to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value purposes of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of SharesPSUs.
Appears in 2 contracts
Samples: Performance Stock Units Agreement (Trimas Corp), Performance Stock Units Agreement (Trimas Corp)
Nature of Grant. In accepting the grant Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant Award of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Award of Restricted Stock Units and Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with employment or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form as forming an employment or service contract or relationship with the Company Company, the Employer, the Parent or an Affiliateany Subsidiary of the Company;
(e) Participant is voluntarily participating in the Plan;
(f) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(g) the grant of Restricted Stock Units, units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant ceasing to be a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the Award of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the Employer, waive his or her ability, if any, to bring any such claim involving forfeiture of the Restricted Stock Units, and release the Company, its Subsidiaries and the Employer 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, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) for purposes of the Restricted Stock Unit, Participant shall cease to be a Service Provider as of the date Participant is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when Participant is no longer a Service Provider for purposes of Participant’s Award of Restricted Stock Unit (including whether Participant may still be considered to be providing services while on a leave of absence);
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units Unit 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) unless otherwise agreed with Shares of the Company, ; and
(l) the following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to expected compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (salary for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliatepurpose; and
m(ii) Participant acknowledges and agrees that neither the Company, the Employer Employer, the Parent nor any Affiliate Subsidiary 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement, Restricted Stock Unit Award Agreement (Splunk Inc)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certaintypredicted;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law); and
(h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Microvision, Inc.), Restricted Stock Unit Agreement (Vocodia Holdings Corp)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant acknowledges, understands and agrees acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by unless otherwise provided in the Plan;
(b) the grant of Restricted Stock Units the RSUs is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted 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 Unit or other award grantsrestricted stock units, if any, will be at the sole discretion of the CommitteeCompany;
(d) the grant of the RSUs and the Participant’s participation in the Plan will not create a right to further employment with the Company or the Employer, as applicable. and shall not interfere with the ability of the Company, the Employer or any parent, subsidiary or affiliate of the Company, as applicable, to terminate Participant’s employment relationship at any time;
(e) the Participant is voluntarily participating in the Plan;
e(f) the Participant’s participation in the Plan shall not create a right to further Service with the Employer RSUs and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsRSUs, and the income and value of the same, are not intended to replace any pension rights or compensation;
(g) the RSUs and the Participant’s participation in the Plan will not be interpreted to form an employment agreement or relationship with the Company;
(h) the grant future value of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsRSUs is unknown, indeterminable and cannot be predicted with certainty;
(i) 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, any service the Participant may provide as a director of any parent, subsidiary or affiliate of the Company;
(j) 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 purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, bonuses, long-service awards, pension or leave-related payments, pension, retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Company or the Employer or any AffiliateEmployer;
i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
(k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from any forfeiture of the Restricted Stock Units RSUs resulting from the termination of the Participant’s Service employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m(l) neither for purposes of the RSUs, the Participant’s employment relationship will be considered terminated as of the date he or she is no longer actively providing services to the Company, the Employer nor or any Affiliate shall other parent, subsidiary or affiliate of the Company (regardless of the reason for such termination and whether or not later found to be liable invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of his or her employment agreement, if any) and, except in the case of termination due to death or disability or an Eligible Retiree Participant as provided for any foreign exchange rate fluctuation between in Schedule 1, the Participant’s local currency right to vest in the RSUs under the Plan, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., the United States Dollar that may affect the value period of the Restricted Stock Units Participant’s employment service would not include any contractual notice period or any period of any amounts due to “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant pursuant to the vesting of Restricted Stock Units is employed or providing services or the sale terms of Shareshis or her employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of his or her RSUs (including whether the Participant may still be considered to be providing services while on a leave of absence).
Appears in 2 contracts
Samples: Performance Based Restricted Stock Unit Agreement (Akamai Technologies Inc), Performance Based Restricted Stock Unit Agreement (Akamai Technologies Inc)
Nature of Grant. In accepting the grant of Restricted Stock Units, the Participant acknowledges, understands and agrees Grantee acknowledges that:
a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b: (i) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted repeatedly in the past;
c; (ii) all decisions with respect to future awards of Restricted Stock Unit or other award grantsUnits, if any, will be at the sole discretion of the Committee;
dCompany; (iii) the Participant is voluntarily participating in the Plan;
e) the ParticipantGrantee’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
fis voluntary; (iv) a Restricted Stock Unit grant will Units are extraordinary items that do not be interpreted constitute regular compensation for services rendered to form an the Company or any Subsidiary, and that are outside the scope of Grantee’s employment or service contract or relationship with the Company or an Affiliate;
gcontract, if any; (v) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-redundancy or end of service payments, bonuses, holiday pay, long-long service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer Company or any Affiliate;
iSubsidiary; (vi) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
j; (vii) unless otherwise provided in consideration of the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the award of Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the diminution in value of the Restricted Stock Units or of any amounts due to Shares received when the Participant pursuant to the vesting of Restricted Stock Units vest resulting from termination of employment or service by the sale Company or any Subsidiary, and Grantee irrevocably releases the Company and/or the Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of Sharescompetent jurisdiction to have arisen, then, by signing this Agreement, Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (viii) the Plan is established voluntarily by the Company.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Mellanox Technologies, Ltd.), Restricted Stock Unit Award Agreement (Mellanox Technologies, Ltd.)
Nature of Grant. In accepting the grant of award and the Restricted Stock Units, the Participant acknowledgesyou acknowledge, understands understand, and agrees agree that:
a: (1) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended suspended, or terminated by the Company at any time, to the extent permitted by the Plan;
b; (2) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c; (3) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the Committee;
dCompany; (4) the Participant is voluntarily participating in the Plan;
e) the Participant’s your participation in the Plan shall not create a right to further Service with is voluntary; (5) the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Units and the Company or an Affiliate;
g) the grant shares of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income from and value of the samesuch Restricted Stock Units, are not intended to replace any pension rights or compensation;
hrights; (6) the grant of Restricted Stock Units, Units and the Shares shares of Stock subject to the Restricted Stock Units, and the income from and value of the samesuch Restricted Stock Units, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service end of Service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits benefits, or similar payments payments, except if and as explicitly required by applicable law; (7) the Restricted Stock Unit grant and your participation in no event should the Plan will not be considered as compensation for, interpreted to form or relating in any way to, past services for amend a Service contract or relationship with the Company, the Employer Employer, or any Affiliate;
i) ; (8) the future value of the underlying Shares shares of Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Ciena Corp), Restricted Stock Unit Agreement (Ciena Corp)
Nature of Grant. In accepting the grant of Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the PSUs is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPSUs, or benefits in lieu of Restricted Stock UnitsPSUs, even if Restricted Stock Units PSUs have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in PSUs and the Plan shall underlying shares of Common Stock subject to the PSUs are extraordinary items that do not create a right constitute compensation of any kind for services of any kind rendered to further Service with the Employer Company or any Subsidiary or Affiliate, and shall not interfere with which is outside the ability scope of the Employer to terminate the Participant’s Service at any time with or without causeemployment contract, if any;
(f) a Restricted the PSUs and the underlying shares of Common Stock Unit grant will subject to the PSUs are not be interpreted intended to form an employment replace any pension rights, if any, or service contract or relationship with the Company or an Affiliatecompensation;
(g) the grant PSUs and the underlying shares of Restricted Common Stock Units, the Shares subject to the Restricted Stock UnitsPSUs, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer Company or any Subsidiary or Affiliate;
(h) the grant of the PSUs and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate;
(i) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) if the Participant obtains shares of Common Stock upon settlement of the Participant’s PSUs, the value of those shares acquired may increase or decrease in value;
(k) in consideration of the grant of the PSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from termination of the Participant’s employment with the Company or any Subsidiary or Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company, the Subsidiaries and the Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant will be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim;
(l) in the event of termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to vest in the PSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Compensation Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Participant’s Award;
(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 Common Stock;
(n) the Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan;
(o) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units PSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units 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;
k) unless otherwise agreed with shares of the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m(p) neither the Company, the Employer any Subsidiary nor any 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 Restricted Stock Units PSUs or of any amounts due to the Participant pursuant to the vesting settlement of Restricted Stock Units the PSUs or the subsequent sale of Sharesany shares acquired upon settlement.
Appears in 2 contracts
Samples: Award Agreement for Employees – Eps Performance Share Units (EnerSys), Award Agreement for Employees – Eps Performance Share Units (EnerSys)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended altered or terminated discontinued by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the PSUs is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsperformance 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 Unit or other award performance stock unit grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer PSUs and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsPSUs, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(f) the grant of Restricted Stock Units, PSUs and the Shares subject to the Restricted Stock UnitsPSUs, and the income and value of the same, are not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments payments;
(g) unless otherwise agreed with the Company, the PSUs and in no event should be considered the Shares subject to the PSUs, and the income and value of same, are not granted as compensation consideration for, or relating 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 an employment or service contract with the Company, the Employer or any way to, past services for 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 is unknown, indeterminable and cannot be predicted with certainty;
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units PSUs resulting from Participant ceasing to provide employment or other services to the termination of Company or the Participant’s Service Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of 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 consideration 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 grant PSUs (including whether Participant may still be considered to be providing services while on a leave of Restricted Stock Unitsabsence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the Participant agrees PSUs and the benefits evidenced by this Award Agreement do not create any entitlement to institute any claim against have the Company PSUs or any Affiliatesuch 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
(m) neither the Company, nor the Employer nor any Affiliate shall 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 Restricted Stock Units PSUs or of any amounts due to the Participant pursuant to the vesting settlement of Restricted Stock Units the PSUs or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 2 contracts
Samples: Global Performance Stock Unit Award Agreement (Allegion PLC), Performance Stock Unit Award Agreement (Allegion PLC)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future grants of Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j(g) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this the Award 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 Shares;; and
k(h) unless otherwise agreed with in addition to subsections (a) through (h) above, the Company, following provisions will also apply if Participant is a Service Provider outside the U.S.:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the from same, are not granted as consideration for, part of normal or in connection withexpected compensation or salary for any purpose;
(ii) none of the Company, the Service Employer or any Parent or Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant may provide as a director pursuant to the settlement of an Affiliate;the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and
l(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s status as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider, or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock UnitsUnits to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, the Employer, or any Affiliate; and
m) neither Parent or Subsidiary of the Company, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer nor Employer, and any Affiliate Parent or Subsidiary of the Company 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, Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharessuch claim.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (A10 Networks, Inc.), Restricted Stock Unit Agreement (A10 Networks, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsan 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units Awards is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAwards, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grantsAwards, if any, will be at the sole discretion of the Compensation & Organizational Development Committee of the Board of Directors (the "Committee");
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s 's participation in the Plan shall not create a right to further Service employment or service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service 's employment or service relationship at any time with or without cause;
(e) Participant is voluntarily participating in the Plan;
(f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, any Awards and the Shares subject to the Restricted Stock UnitsAwards, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(g) unless otherwise agreed with the grant of Restricted Stock UnitsCompany, the Awards and Shares subject to the Restricted Stock UnitsAwards, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of a Subsidiary or Affiliate;
(h) any Awards and the Shares subject to Awards, and the income and value of same, are not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should payments;
(i) an Award grant will not be considered as compensation for, interpreted to form an employment or relating in any way to, past services for service contract or relationship with the Company, the Employer Company or any Subsidiary or Affiliate;
i(j) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
(k) unless otherwise agreed with neither the Company, the Restricted Stock Units Employer nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the Shares subject United States Dollar that may affect the value of an Award or of any proceeds due to Participant pursuant to the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director vesting of an AffiliateAward or the sale of Shares;
(l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units an Award resulting from the Participant's termination of the Participant’s Service employment or service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or rendering services or the terms of the Participant’s 's employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsan Award to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company or any Subsidiary or Affiliate, waives his or her ability, if any, to bring such claim, and releases the Company and any Subsidiary or Affiliate from any such claim; if notwithstanding the foregoing, any such claim is allowed by a competent jurisdiction, then, by participating in the Plan, 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; and
(m) neither unless otherwise provided in the CompanyPlan or by the Committee in its discretion, an Award does not create any entitlement to have the Employer Award or any benefits thereunder transferred to, or assumed by, another company nor exchanged, cashed out or substituted for, in connection with any Affiliate shall be liable for any foreign exchange rate fluctuation between corporate transaction affecting the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Ralph Lauren Corp), Performance Share Unit Award Agreement (Ralph Lauren Corp)
Nature of Grant. In accepting the grant of Restricted Stock Units, the Participant acknowledges, understands and agrees acknowledges that:
: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
; (b) the grant of Restricted Stock Units the Award is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted repeatedly in the past;
; (c) all decisions with respect to future awards of Restricted Stock Unit or other award grantsUnits, if any, will be at the sole discretion of the Committee;
Company; (d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall is voluntary; (e) Restricted Stock Units are extraordinary items that do not create a right constitute regular compensation for services rendered to further Service with the Employer Company or any Subsidiary, and shall not interfere with that are outside the ability scope of the Employer to terminate the Participant’s Service at any time with or without cause;
employment contract, if any; (f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not intended to replace any pension rights or compensation;
h; (g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-redundancy or end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer Company or any Affiliate;
Subsidiary; (h) the award of Restricted Stock Units and the Participant’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; (i) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (j) unless otherwise provided in consideration of the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the award of Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of employment with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws), and the Participant irrevocably releases the Company and/or the Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (k) in the event of involuntary termination of the Participant’s Service employment (for any reason whatsoever, whether or not later found to be invalid or in breach of local labor laws), the Participant’s right to receive Restricted Stock Units and vest under the Plan, if any, will terminate effective as of the date that the Participant’s Active Status is terminated and will not be extended by any notice period mandated under local law (e.g., active employment laws in would not include a period of “garden leave” or similar period pursuant to local law), and the jurisdiction where Company shall have the exclusive discretion to determine when the Participant is no longer actively employed or the terms for purposes of the Participant’s employment or service agreement, if any), Award; and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m(l) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharesliability.
Appears in 2 contracts
Samples: Restricted Stock Unit Grant Agreement (Starbucks Corp), Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. In accepting the grant this Award of Restricted Stock UnitsPSUs, the Participant acknowledges, understands and agrees that:
a) i. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant ; ii. this Award of Restricted Stock Units PSUs is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of performance-based Restricted Stock Units, or benefits in lieu of performance-based Restricted Stock Units, even if PSUs or other performance-based Restricted Stock Units have been granted in the past;
c) iii. all decisions with respect to future grants of performance-based Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d) iv. the Participant is voluntarily participating in the Plan;
e) the Award of PSUs and Participant’s participation in the Plan shall not create a right to further employment or be interpreted as forming a relationship of Service with the Employer and shall not interfere with the ability right of the Employer Company and/or the Service Recipient, as applicable, to terminate the Participant’s Service at any time with or without causetime;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with v. Participant is voluntarily participating in the Company or an AffiliatePlan;
g) vi. the grant of Restricted Stock Units, PSUs and the Shares subject to the Restricted Stock UnitsPSUs, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) vii. the grant of Restricted Stock Units, PSUs and the Shares subject to the Restricted Stock UnitsPSUs, and the income and value of the same, are not part of normal or expected compensation or “earnings” for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i) viii. the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) ix. 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, the service that Participant may provide as director of an Affiliate; x. unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units PSUs and the benefits evidenced by this the Award Agreement do not create any entitlement to have the Restricted Stock Units PSUs 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) xi. no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units PSUs resulting from the termination of the Participant’s Service (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed providing services, or the terms of the Participant’s employment or service agreement, if any), and in consideration of this Award of the grant of Restricted Stock UnitsPSUs to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, the Service Recipient, or any other Affiliate; and
m) neither , waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer nor Service Recipient, and any other 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, Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.such claim; and
Appears in 2 contracts
Samples: Global Performance Stock Unit Agreement (Ciber Inc), Global Performance Stock Unit Agreement (Ciber Inc)
Nature of Grant. In accepting the grant of Restricted Stock UnitsOption, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of Restricted Stock Units the Option is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsoptions, or benefits in lieu of Restricted Stock Unitsoptions, even if Restricted Stock Units options have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit option or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in Option and any Shares acquired under the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant of Restricted Stock Units, Option and Shares acquired under the Shares subject to the Restricted Stock Units, Plan and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(g) if the underlying Shares do not increase in value, the Option will have no value;
(h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(i) for purposes of the Option, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Option grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(j) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units Option and the benefits evidenced by this Award Option Agreement do not create any entitlement to have the Restricted Stock Units Option 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 Shares;; and
(k) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the Restricted Stock Units United States:
(i) the Option and the Shares subject to the Restricted Stock Units, Option are not part of normal or expected compensation or salary for any purpose;
(ii) Participant acknowledges and agrees that no Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the income and United States Dollar that may affect the value of the same, are not granted as consideration for, Option or in connection with, of any amounts due to Participant pursuant to the Service exercise of the Participant may provide as a director Option or the subsequent sale of an Affiliate;any Shares acquired upon exercise; and
l(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Option resulting from the termination of the Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsthe Option to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient from any such claim; if, notwithstanding the Company or foregoing, any Affiliate; and
m) neither such claim is allowed by a court of competent jurisdiction, then, by participating in the CompanyPlan, the Employer nor any Affiliate Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharessuch claim.
Appears in 2 contracts
Samples: Global Stock Option Agreement (Pacific Biosciences of California, Inc.), Global Stock Option Agreement (Pacific Biosciences of California, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees that:
a) 1. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) 2. the grant of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAwards, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c) 3. all decisions with respect to the future Restricted Stock Unit Awards or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d) 4. the Participant is voluntarily participating in the Plan;
e) the Award grant and Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with employment or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form as forming an employment or service contract or relationship with the Company Company, the Employer or an Affiliateany Subsidiary or affiliate of the Company;
g) 5. Participant is voluntarily participating in the grant of Plan;
6. the Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, same are not intended to replace any pension rights or compensation;
h) 7. the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, dismissal end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i) 8. the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) 9. no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the termination of Company or the Participant’s Service Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws law 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 in consideration of the grant of the Restricted Stock UnitsUnits to which Participant is otherwise not entitled, the Participant he or she irrevocably agrees not never to institute any claim against the Company Company, any of its Subsidiaries or affiliates or the Employer, waives his or her ability, if any, to bring any Affiliate; and
m) neither such claim, and releases the Company, its Subsidiaries and affiliates and the Employer nor from any Affiliate such claim; if notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.such claim;
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Rambus Inc), Restricted Stock Unit Agreement (Rambus Inc)
Nature of Grant. In By accepting the grant of the Restricted Stock Units, the Participant Employee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Participantgrant of Restricted Stock Units and Employee’s participation in the Plan shall will not create a right to further Service employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary of the Company and shall not interfere with the ability of the Company, the Employer or any Subsidiary of the Company, as applicable to terminate the ParticipantEmployee’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate(if any);
g(e) Employee’s participation in the grant of Restricted Stock Units, the Shares subject to Plan is voluntary;
(f) the Restricted Stock Units, Units and the income and value of Stock underlying the same, Restricted Stock Units are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, Units and the income and value of the same, same are not part of normal or expected compensation for purposes of calculating calculation of any severance, resignation, termination, redundancy, dismissal, redundancy or end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits benefits, or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(h) the future value of the underlying Shares Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of Restricted Stock Units resulting from Employee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any) and in consideration of the grant of Restricted Stock Units to which Employee is not otherwise entitled, Employee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the Employer;
(j) in the event of termination of Employee’s employment or other services (for any reason whatsoever, whether or not later found to be invalid, or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Employee’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Employee is no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any); the Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of the Award (including whether Employee may still be considered to be providing services while on an approved leave of absence);
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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) unless otherwise agreed with shares of the Company, ; and
(l) the following provisions apply only if Employee is providing services outside the United States: (i) the Restricted Stock Units and the Shares shares of Stock subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to expected compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (salary for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), purpose; and in consideration of the grant of Restricted Stock Units, the Participant (ii) Employee acknowledges and agrees not to institute any claim against the Company or any Affiliate; and
m) that neither the Company, the Employer nor any Affiliate Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s Employee's local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant Employee pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany shares of Stock acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Kbr, Inc.), Restricted Stock Unit Agreement (Kbr, Inc.)
Nature of Grant. In accepting the grant this Award of Restricted Stock Units, the Participant understands, acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by provided for in the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsequity awards, or benefits in lieu of Restricted Stock Unitsequity awards, even if Restricted Stock Units equity awards have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
(d) the Participant is voluntarily participating in the PlanAward;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Units and Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certaintypredicted;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or Service Recipient (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in the Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company or the Service Recipient, and waives his or her ability, if any, to bring any such claim, and releases the Company or the Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by accepting the Award, 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;
(i) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this the Award 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;; and
k(j) unless otherwise agreed in the event Participant is not an employee of the Company, Participant understands and agrees that neither the offer of the Award, nor his or her participation in the Award, will be interpreted to form an employment contract or relationship with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Unitsfurthermore, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws nothing in the jurisdiction where the Participant is employed Plan or the terms of the Participant’s Award Agreement will be interpreted to form an employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither contract with the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Inogen Inc), Restricted Stock Unit Agreement (Inogen Inc)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant Grantee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the SARs is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsSARs, or benefits in lieu of Restricted Stock UnitsSARs, even if Restricted Stock Units SARs have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit SARs or other award grants, if any, will be at the sole discretion of the Committee;
(d) Nothing in this Agreement, the Participant SAR grant or the Grantee’s participation in the Plan shall create a right to employment or confer upon the Grantee any right to continue in the employ or service of the Company, the Grantee’s employer (the “Employer”), or any subsidiary or affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company, the Employer or any subsidiary or affiliate, as applicable, or the rights of the Grantee, which rights are expressly reserved by each, to terminate the Grantee’s employment or service relationship (if any) at any time and for any reason, with or without cause;
(e) the Grantee is voluntarily participating in the Plan;
e(f) the Participant’s participation in the Plan shall not create a right to further Service with the Employer SARs and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, SARs are not intended to replace any pension rights or compensation;
h(g) subject to Article 21.13 of the grant of Restricted Stock UnitsPlan, the SARs and the Shares subject to the Restricted Stock UnitsSARs, and the income and value of the same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units SARs resulting from the termination of the ParticipantGrantee’s Service employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant Grantee is employed or the terms of the ParticipantGrantee’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsthe SARs to which the Grantee is otherwise not entitled, the Participant Grantee irrevocably agrees not never to institute any such claim against the Company Company, any subsidiary or affiliate or the Employer, waives the Grantee’s ability, if any, to bring any Affiliatesuch claim, and releases the Company, any subsidiary and affiliate and the Employer 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 Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) for purposes of the SARs, the Grantee’s employment relationship will be considered terminated as described in Section 2(c)(iii) (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 Grantee is employed or the terms of the Grantee’s employment agreement, if any). The Board shall have the exclusive discretion to determine when the Grantee is no longer an Employee for purposes of the Grantee’s SAR grant (including whether the Grantee may still be considered to be an Employee while on an approved leave of absence); and
m(k) the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliate subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the ParticipantGrantee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units SARs or of any amounts due to the Participant Grantee pursuant to the vesting exercise of Restricted Stock Units the SARs or the subsequent sale of Sharesany Shares acquired upon exercise.
Appears in 2 contracts
Samples: Stock Appreciation Right Award Agreement (Belden Inc.), Stock Appreciation Right Award Agreement (Belden Inc.)
Nature of Grant. In accepting the grant of Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the RSUs is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsRSUs, or benefits in lieu of Restricted Stock UnitsRSUs, even if Restricted Stock Units RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in RSUs and the Plan shall underlying shares of Common Stock subject to the RSUs are extraordinary items that do not create a right constitute compensation of any kind for services of any kind rendered to further Service with the Employer Company or any Subsidiary or Affiliate, and shall not interfere with which is outside the ability scope of the Employer to terminate the Participant’s Service at any time with or without causeemployment contract, if any;
(f) a Restricted the RSUs and the underlying shares of Common Stock Unit grant will subject to the RSUs are not be interpreted intended to form an employment replace any pension rights, if any, or service contract or relationship with the Company or an Affiliatecompensation;
(g) the grant RSUs and the underlying shares of Restricted Common Stock Units, the Shares subject to the Restricted Stock UnitsRSUs, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer Company or any Subsidiary or Affiliate;
(h) the grant of the RSUs and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate;
(i) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) if the Participant obtains shares of Common Stock upon settlement of the Participant’s RSUs, the value of those shares acquired may increase or decrease in value;
(k) in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of the Participant’s employment with the Company or any Subsidiary or Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company, the Subsidiaries and the Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant will be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim;
(l) in the event of termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Compensation Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Participant’s Award;
(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 Common Stock;
(n) the Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan;
(o) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units 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;
k) unless otherwise agreed with shares of the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m(p) neither the Company, the Employer any Subsidiary nor any 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 Restricted Stock Units RSUs or of any amounts due to the Participant pursuant to the vesting settlement of Restricted Stock Units the RSUs or the subsequent sale of Sharesany shares acquired upon settlement.
Appears in 2 contracts
Samples: Award Agreement for Employees – Restricted Stock Units (EnerSys), Award Agreement for Employees – Restricted Stock Units (EnerSys)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certaintypredicted;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) Participant acknowledges and agrees that no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, 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.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (ARYA Sciences Acquisition Corp III), Restricted Stock Unit Agreement (Athira Pharma, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant acknowledges, understands understands, and agrees that:
(a) the Plan is established voluntarily by the CompanyPartnership, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Partnership, at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the DRUs is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsDRUs, or benefits in lieu of Restricted Stock UnitsDRUs, even if Restricted Stock Units DRUs have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit DRUs or other award grants, if any, will be at the sole discretion of the CommitteePartnership;
(d) the granting of the DRUs evidenced by this Award Agreement shall impose no obligation on the Partnership or any Affiliate to continue the Services of the Participant and shall not lessen or affect the Partnership’s or its Affiliate’s right to terminate the Services of such Participant;
(e) the Participant is voluntarily participating in the Plan;
e(f) the Participant’s participation in DRUs and the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares Common Units subject to the Restricted Stock Units, and the income and value of the same, DRUs are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, DRUs and the Shares Common Units subject to the Restricted Stock UnitsPlan, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(h) the future value of the underlying Shares Common Units is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units DRUs resulting from the termination of the Participant’s Service (Services as set forth in Section 3(c) or 4(c) above for any reason whatsoever, (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed employed, if any, or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsthe DRUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Partnership or any Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Partnership and its Affiliates 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;
(j) in the event of termination of the Participant’s Services for any reason, except as set forth in Sections 3(b) and 4(b) (whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed, if any, or the terms of the Participant’s employment agreement, if any), unless otherwise determined by the Partnership, the Participant’s right to vest in the DRUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing services and will not be extended by any notice period (e.g., active services 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, if any, or the terms of the Participant’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the DRUs grant (including whether the Participant may still be considered to be providing services while on an approved leave of absence); and
m(k) the following provisions apply only if the Participant is providing services outside the United States:
(i) the DRUs and the Common Units subject to the DRUs are not part of normal or expected compensation or salary for any purpose; and
(ii) the Participant acknowledges and agrees that neither the Company, the Employer Partnership nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units DRUs or of any amounts due to the Participant pursuant to the vesting settlement of Restricted Stock Units the DRUs or the subsequent sale of Sharesany Common Units acquired upon settlement.
Appears in 2 contracts
Samples: Global Deferred Restricted Common Unit Agreement (Carlyle Group L.P.), Global Deferred Restricted Common Unit Agreement (Carlyle Group L.P.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsthis Award, the Participant acknowledges, understands and agrees Xxxxxxx acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award restricted stock unit grants, if any, will be at the sole discretion of the Committee;
(d) the Participant Grantee is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Units and the Company or an Affiliate;
g) the grant of Restricted Common Stock Units, the Shares subject to the Restricted Stock UnitsUnits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or Grantee’s employer, and which is outside the income scope of Xxxxxxx’s employment contract, if any;
(f) the Restricted Stock Units and value of the same, Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(g) the future value of the underlying Common Stock is unknown and cannot be predicted with certainty;
(h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, Units and the income and value of the same, resulting benefits are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered insofar as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepermitted by law;
(i) the future value in consideration of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to grant of the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Grantee’s employment with the ParticipantCompany or Grantee’s Service employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and Grantee irrevocably releases the Company and Grantee’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and
(j) in the jurisdiction where event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the Participant is employed or Restricted Stock Units under the terms of the Participant’s employment or service agreementPlan, if any), and in consideration will terminate effective as of the grant date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of Restricted Stock Units, “garden leave” or similar period pursuant to local law); the Participant agrees not Committee shall have the exclusive discretion to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value purposes of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of SharesUnits.
Appears in 2 contracts
Samples: Restricted Stock Units Agreement (Trimas Corp), Restricted Stock Units Agreement (Trimas Corp)
Nature of Grant. In By accepting the grant of Restricted Stock UnitsAward, the Participant Grantee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Share Units is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Share Units, or benefits in lieu of Restricted Stock Share Units, even if Restricted Stock Share Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit restricted share units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant Grantee is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of the Restricted Stock Units, Share Units does not establish an employment or other service relationship between the Grantee and the Company;
(f) the Restricted Share Units and any Ordinary Shares subject to the Restricted Stock Share Units, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(g) unless otherwise agreed with the grant of Restricted Stock UnitsCompany, the Restricted Share Units and the Ordinary Shares subject to the Restricted Stock Share Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of a Subsidiary;
(h) the Restricted Share Units and any Ordinary Shares subject to the Restricted Share Units, and the income from and value of same, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatemandatory payments;
(i) the future value of the Ordinary Shares underlying Shares the Restricted Share Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Share Units resulting from the termination of the ParticipantGrantee’s Service employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where the Participant Grantee is employed or the terms of the ParticipantGrantee’s employment or service agreement, if any)) and/or the application of any recoupment, and recovery, or clawback policy otherwise required by applicable laws;
(k) unless otherwise provided in consideration of the grant of Restricted Stock UnitsPlan or by the Company in its discretion, the Participant agrees Restricted Share Units and the benefits evidenced by this Agreement do not create any entitlement to institute any claim against have the Company Restricted Share Units or any Affiliatesuch 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 Ordinary Shares; and
m(l) neither the Company, the Employer nor any Affiliate other Subsidiary shall be liable for any foreign exchange rate fluctuation between the ParticipantGrantee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Share Units or of any amounts due to the Participant Grantee pursuant to the vesting settlement of the Restricted Stock Share Units or the subsequent sale of Sharesany Ordinary Shares acquired upon settlement.
Appears in 2 contracts
Samples: Global Restricted Share Unit Award Agreement (BeiGene, Ltd.), Global Restricted Share Unit Award Agreement (BeiGene, Ltd.)
Nature of Grant. In accepting the grant of the Restricted Stock Units, the Participant acknowledges, understands understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) neither the Participant is voluntarily participating in the Plan;
e) Restricted Stock Unit grant nor the Participant’s participation in the Plan shall not create a any right to further Service employment or be interpreted as forming an employment or service contract with the Employer and shall not Company, the Service Recipient or any Affiliate or Subsidiary of the Company or interfere with the ability of the Employer Company, the Service Recipient or any Affiliate or Subsidiary of the Company, as applicable, to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract (if any), to the extent otherwise permitted by law or relationship any applicable agreement other than this Agreement;
(e) unless otherwise agreed with the Company or an Affiliate;
g) Company, none of the grant of Restricted Stock Units, the Shares shares of Common Stock subject to the Restricted Stock Units, and the income and value of same is granted as consideration for, or in connection with, the sameservice the Participant may provide as a director of the Company, are not intended to replace the Service Recipient, or any pension rights Affiliate or compensationSubsidiary of the Company;
h(f) the grant Participant is voluntarily participating in the Plan;
(g) none of the Restricted Stock Units, the Shares shares of Common Stock subject to the Restricted Stock Units, and the income and value of same is intended to replace any pension right or other form of compensation;
(h) none of the sameRestricted Stock Units, are not the shares of Common Stock subject to the Restricted Stock Units, and the income and value of same is part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, or end-of-service payments, bonusesany bonus, holiday pay, long-service awardsaward, pension pension, or retirement or welfare benefits or similar payments and in no event should be considered as compensation forbenefit, or relating in any way to, past services for the Company, the Employer or any Affiliatesimilar payment;
(i) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from any forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service a Termination (for any reason whatsoever, whether or not 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 and, in consideration of the grant of the Restricted Stock UnitsUnits to which the Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, the Service Recipient, or any Affiliate; and
m) neither 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 Employer 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 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
(l) the Participant acknowledges and agrees that none of the Company, the Service Recipient, and any 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 Restricted Stock Units or of any amounts amount due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany share of Common Stock acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Catalent, Inc.), Restricted Stock Unit Agreement (Catalent, Inc.)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) 1. the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c) 2. all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d) the 3. Participant is voluntarily participating in the Plan;
e) 4. the Participant’s participation in Restricted Stock Units and the Plan shall Shares subject to the Restricted Stock Units are not create a right intended to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at replace any time with pension rights or without causecompensation;
f) a 5. the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement retirement, or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i) 6. the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certaintypredicted;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to 7. for purposes of the Restricted Stock Units, and the income and value Participant’s status as a Service Provider will be considered terminated as of the same, are not granted as consideration for, date Participant is no longer actively providing services to the Company or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim any Parent or entitlement to compensation or damages shall arise from forfeiture Subsidiary (regardless of the Restricted Stock Units resulting from the reason for such termination of the Participant’s Service (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and unless otherwise expressly provided in consideration this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the grant of Administrator, Participant’s right to vest in the Restricted Stock UnitsUnits under the Plan, the Participant agrees if any, will terminate as of such date and will not to institute be extended by any claim against the Company notice period (e.g., Participant’s period of service would not include any contractual notice period or any Affiliate; and
m) neither period of “garden leave” or similar period mandated under employment laws in the Company, jurisdiction where Participant is a Service Provider or the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the terms of Participant’s local currency and employment or service agreement, if any, unless Participant is providing bona fide services during such time); the United States Dollar that may affect Administrator will have the value exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units or grant (including whether Participant may still be considered to be providing services while on a leave of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.absence and consistent with local law);
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Transphorm, Inc.), Restricted Stock Unit Agreement (Transphorm, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant acknowledgesEmployee understands, understands acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award Units grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the ParticipantEmployee’s participation in the Plan shall not create a right to further Service employment with the Employer and shall not interfere with the ability of the Employer to terminate the ParticipantEmployee’s Service employment relationship at any time with or without causetime;
(e) the Employee is voluntarily participating in the Plan;
(f) a the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are an extraordinary item that does not intended constitute compensation of any kind for services of any kind rendered to replace any pension rights the Company or compensationthe Employer, and which is outside the scope of the Employee’s employment contract, if any;
h(g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k(h) 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 the same, are not granted as consideration for, or in connection with, the Service service the Participant Employee may provide as a director of an Affiliatea Parent, Subsidiary or affiliate of the Company;
l(i) the grant of the Restricted Stock Units and the Employee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or affiliate of the Company;
(j) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the ParticipantEmployee’s status as a Service Provider (for any reason whatsoever, whether or not 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 or service agreement, if any), and in consideration of the grant of the Restricted Stock UnitsUnits to which the Employee is otherwise not entitled, the Participant Employee irrevocably agrees not never to institute any claim against the Company Company, the Employer or any Affiliateother Parent, Subsidiary or affiliate of the Company, waives the Employee’s ability, if any, to bring any such claim, and releases the Company, the Employer and any other Parent, Subsidiary or affiliate of the Company 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 Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(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 to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(m) neither the Company, the Employer nor any Affiliate other Parent, 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 Restricted Stock Units or of any amounts due to the Participant Employee pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Quantum Corp /De/), Restricted Stock Unit Agreement (Quantum Corp /De/)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement retirement, or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certaintypredicted;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator will have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) Participant acknowledges and agrees that no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages will arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, Participant will 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.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Performance Based) (Roblox Corp), Restricted Stock Unit Agreement (Transphorm, Inc.)
Nature of Grant. In accepting By signing the grant of Restricted Stock UnitsAgreement, the Participant acknowledges, understands acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(e) the Participant’s participation in the Plan shall not create a right to further Service any employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service employment relationship, if any, at any time with or without causetime;
(f) a the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Units and the Company or an Affiliate;
g) the grant of Restricted Stock Units, the RSU Shares subject to the Restricted Stock UnitsUnits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the income and value scope of the sameParticipant’s employment or service contract, if any;
(g) the Restricted Stock Units and the RSU Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(h) the grant of Restricted Stock Units, Units and the RSU Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any AffiliateAffiliate of the Company;
(i) the future value of the underlying RSU Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) unless otherwise provided in consideration of the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to grant of the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service employment (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived the Participant’s right to pursue or seek remedy for any such claim or entitlement;
(k) in the jurisdiction where the Participant is employed or the terms event of termination of the Participant’s employment (whether or service agreement, if anynot in breach of local labor laws), the Participant’s right to receive Restricted Stock Units under the Plan and to vest in consideration of the grant of such Restricted Stock Units, if any, will terminate effective as of the date that the Participant agrees is no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to institute any claim against local law); the Company or any Affiliate; and
m) neither Committee shall have the Company, exclusive discretion to determine when the Employer nor any Affiliate shall be liable Participant is no longer actively employed for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value purposes of the Restricted Stock Units or of any amounts due to Units; and
(l) the Participant pursuant to the vesting of Restricted Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or the sale transfer of Sharesliability.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (ExlService Holdings, Inc.), Restricted Stock Unit Agreement (ExlService Holdings, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitshereunder, the Participant acknowledges, understands Executive acknowledges and agrees that:
a: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any PRSUs granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the extent permitted by power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan;
b, all of which interpretations and determinations shall be final and binding; (iii) the grant of Restricted Stock Units is extraordinary, voluntary and occasional and PRSU does not create any contractual or other right to receive future grants of Restricted Stock UnitsPRSUs, or benefits in lieu of Restricted Stock UnitsPRSUs, even if Restricted Stock Units have been granted or any other Plan benefits in the past;
cfuture; (iv) all decisions with respect nothing contained in this Agreement is intended to future Restricted Stock Unit create or enlarge any other award grants, if any, will be at contractual obligations between the sole discretion of the Committee;
d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service with Company or the Employer and shall not interfere with the ability of Executive; (v) any grant under the Employer to terminate the Participant’s Service at Plan, including any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock UnitsPRSUs, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday paylong service option, long-service awardspension, pension or retirement or welfare benefits or similar payments and payments; (vi) the Executive is voluntarily participating in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate;
iPlan; (vii) the future value of the Shares underlying Shares the PRSU granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units ; and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
mviii) neither the Company, the Employer nor any Affiliate of their respective Subsidiaries shall be liable for any foreign exchange rate change in value of the PRSU, the amount realized upon settlement of the PRSU or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the PRSU, resulting from any fluctuation between the Participant’s local currency and of the United States Dollar that may affect Dollar/local currency foreign exchange rate. Without limiting the value generality of the Restricted Stock Units or foregoing, the Committee shall have the discretion to adjust the terms and conditions of any amounts due award of PRSUs to correct for any windfalls or shortfalls in such PRSU which, in the Participant pursuant Committee's determination, arise from factors beyond the Executive's control; provided, however, that the Committee's authority with respect to any PRSU to a "covered employee," as defined in Section 162(m)(3) of the vesting of Restricted Stock Units or the sale of SharesCode, shall be limited to decreasing, and not increasing, such PRSU.
Appears in 2 contracts
Samples: Performance Restricted Stock Unit Agreement (Grainger W W Inc), Performance Restricted Stock Unit Agreement (Grainger W W Inc)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant Award of Restricted Stock Units is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted awarded in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grantsawards, if any, will be at the sole discretion of the CommitteeCompany;
d(c) the Participant is voluntarily participating in the Plan;
e) the Award of Restricted Stock Units and Participant’s participation in the Plan shall not create a right to further Service with the Employer employment or be interpreted as forming an employment or service relationship and shall not interfere with the ability of the Company and/or the Employer to terminate the Participant’s status as a Service at any time with or without causeProvider, if any;
f(d) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Participant is voluntarily participating in the Company or an AffiliatePlan;
g(e) the grant Award of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(f) the grant Award of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(g) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j(h) unless otherwise provided in no claim or entitlement to compensation or damages shall arise from the Plan or by the Company in its discretion, forfeiture of the Restricted Stock Units resulting from the termination of Participant as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where Participant is employed or otherwise rendering services, or the terms of Participant’s employment or service agreement, if any), and in consideration of the benefits evidenced by this Award Agreement do not create any entitlement to have award of the Restricted Stock Units to which Participant is otherwise not entitled, Participant agrees not to institute any claim against the Company 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 SharesEmployer;
k(i) 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 the same, are not granted as in consideration for, or in connection with, with the Service the service Participant may provide as a director of an Affiliate;
l) no claim a Subsidiary or entitlement to compensation or damages shall arise from forfeiture affiliate of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any AffiliateCompany; and
m(j) neither the Company, the Employer nor any Affiliate Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States U.S. Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Award of Restricted Stock Units or the subsequent sale of Sharessale of Shares acquired upon settlement.
Appears in 2 contracts
Samples: Global Restricted Stock Unit Agreement (Rimini Street, Inc.), Global Restricted Stock Unit Agreement (Rimini Street, Inc.)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law). Further, for the avoidance of doubt, Participant shall not be entitled to any pro rata vesting of any Restricted Stock Units should Participant’s status as a Service Provider cease before the Restricted Stock Units have fully vested (e.g., if Participant’s status as a Service Provider ceases on March 1 before all of the Restricted Stock Units have vested, Participant shall not be entitled to any vesting of the Restricted Stock Units that were scheduled to vest on the immediately following vesting date of March 10);
(h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) Participant acknowledges and agrees that no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, 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.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (La Rosa Holdings Corp.), Restricted Stock Unit Agreement (BlackSky Technology Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitshereunder, the Participant acknowledges, understands Executive acknowledges and agrees that:
a: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any PSUs granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the extent permitted by power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan;
b, all of which interpretations and determinations shall be final and binding; (iii) the grant of Restricted Stock Units is extraordinary, voluntary and occasional and PSU does not create any contractual or other right to receive future grants of Restricted Stock UnitsPSUs, or benefits in lieu of Restricted Stock UnitsPSUs, even if Restricted Stock Units have been granted or any other Plan benefits in the past;
cfuture; (iv) all decisions with respect nothing contained in this Agreement is intended to future Restricted Stock Unit create or enlarge any other award grants, if any, will be at contractual obligations between the sole discretion of the Committee;
d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service with Company or the Employer and shall not interfere with the ability of Executive; (v) any grant under the Employer to terminate the Participant’s Service at Plan, including any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock UnitsPSUs, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday paylong service option, long-service awardspension, pension or retirement or welfare benefits or similar payments and payments; (vi) the Executive is voluntarily participating in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate;
iPlan; (vii) the future value of the Shares underlying Shares the PSU granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units ; and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
mviii) neither the Company, the Employer nor any Affiliate of their respective Subsidiaries shall be liable for any foreign exchange rate change in value of the PSU, the amount realized upon settlement of the PSU or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the PSU, resulting from any fluctuation between the Participant’s local currency and of the United States Dollar that may affect Dollar/local currency foreign exchange rate. Without limiting the value generality of the Restricted Stock Units or foregoing, the Committee shall have the discretion to adjust the terms and conditions of any amounts due award of PSUs to correct for any windfalls or shortfalls in such PSU which, in the Participant pursuant Committee’s determination, arise from factors beyond the Executive’s control; provided, however, that the Committee’s authority with respect to any PSU to a “covered employee,” as defined in Section 162(m)(3) of the vesting of Restricted Stock Units or the sale of SharesCode, shall be limited to decreasing, and not increasing, such PSU.
Appears in 2 contracts
Samples: Performance Stock Unit Agreement (W.W. Grainger, Inc.), Performance Stock Unit Agreement (W.W. Grainger, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock UnitsOption, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of Restricted Stock Units the Option is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsoptions, or benefits in lieu of Restricted Stock Unitsoptions, even if Restricted Stock Units options have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit option or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in Option and any Shares acquired under the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant of Restricted Stock Units, Option and Shares acquired under the Shares subject to the Restricted Stock Units, Plan and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(g) if the underlying Shares do not increase in value, the Option will have no value;
(h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(i) for purposes of the Option, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Option grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law). Further, for the avoidance of doubt, Participant shall not be entitled to any pro rata vesting of any Shares subject to the Option should Participant’s status as a Service Provider cease before the Option has fully vested (e.g., if the Option vests monthly on the 10th of each month and Participant ceases providing services on March 1 before the Option has become fully vested, Participant shall not be entitled to any vesting of the Shares subject to the Option that were scheduled to vest on the immediately following vesting date of March 10);
(j) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units Option and the benefits evidenced by this Award Option Agreement do not create any entitlement to have the Restricted Stock Units Option 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 Shares;; and
(k) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the Restricted Stock Units United States:
(i) the Option and the Shares subject to the Restricted Stock Units, Option are not part of normal or expected compensation or salary for any purpose;
(ii) Participant acknowledges and agrees that no Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the income and United States Dollar that may affect the value of the same, are not granted as consideration for, Option or in connection with, of any amounts due to Participant pursuant to the Service exercise of the Participant may provide as a director Option or the subsequent sale of an Affiliate;any Shares acquired upon exercise; and
l(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Option resulting from the termination of the Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsthe Option to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient from any such claim; if, notwithstanding the Company or foregoing, any Affiliate; and
m) neither such claim is allowed by a court of competent jurisdiction, then, by participating in the CompanyPlan, the Employer nor any Affiliate Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharessuch claim.
Appears in 2 contracts
Samples: Stock Option Agreement (La Rosa Holdings Corp.), Stock Option Agreement (BlackSky Technology Inc.)
Nature of Grant. In By accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(c) the Restricted Stock Unit grant and Participant’s participation in the Plan shall not be interpreted as forming an employment or service contract with the Company, the Employer, or any Parent or Subsidiary;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(f) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not part of normal or expected compensation for purposes of of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(g) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j(h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or rendering services or the terms of Participant’s employment or service agreement, if any);
(i) unless otherwise provided 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, any service Participant may provide as a director of any Subsidiary;
(j) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the Plan jurisdiction where Participant is employed or rendering services or the terms of Participant’s employment or service agreement, if any) and Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the Company in its discretionjurisdiction where Participant is employed or rendering services or the terms of Participant’s employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of Participant’s Restricted Stock Unit grant (including whether Participant may still be considered to be providing services while on a leave of absence);
(k) the Restricted Stock Units and the benefits evidenced by this Award 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;; and
k(l) unless otherwise agreed with if Participant provides services outside the Company, United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to expected compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliatepurposes; and
m(ii) neither the Company, the Employer nor any Affiliate Parent 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 2 contracts
Samples: Global Restricted Stock Unit Award Agreement (Palo Alto Networks Inc), Global Restricted Stock Unit Award Agreement (Organovo Holdings, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant acknowledges, understands and agrees acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award Units grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service employment relationship at any time with or without causetime;
(e) the Participant is voluntarily participating in the Plan;
(f) a the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock UnitsUnits 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 income and value scope of the sameParticipant’s employment contract, if any;
(g) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(h) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any AffiliateSubsidiary or Affiliate of the Company;
(i) the grant of the Restricted Stock Units and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate of the Company;
(j) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
(k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreementlocal labor laws) and, if any), and in consideration of the grant of the Restricted Stock UnitsUnits to which the Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company or the Employer, waives the ability, if any, to bring any Affiliatesuch claim and releases the Company and the Employer 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 will 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 claims; and
m(l) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units and the benefits under the Plan, if any, will not necessarily transfer to another company in the case of a merger, take over or transfer of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharesliability.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement, Restricted Stock Unit Agreement (Logitech International Sa)
Nature of Grant. In accepting the grant of Restricted Stock UnitsRSUs, the Participant acknowledges, understands acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant award of Restricted Stock Units RSUs is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, RSUs or benefits in lieu of Restricted Stock UnitsRSUs or other equity awards, even if Restricted Stock Units RSUs have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grantsequity awards, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without causeis voluntary;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g(e) the grant award of Restricted Stock Units, the RSUs and Shares subject to the Restricted Stock UnitsRSUs, and the income from and value of same, are an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Participant’s employment or service contract, if any;
(f) the award of RSUs and Shares subject to the RSUs, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(g) the grant award of Restricted Stock Units, the RSUs and Shares subject to the Restricted Stock UnitsRSUs, and the income from and value of the same, are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer Company or any AffiliateSubsidiary;
i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j(h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise expressly agreed with the Company, the Restricted Stock Units RSUs and the Shares subject to the Restricted Stock UnitsRSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the Service any service the Participant may provide as a director of an Affiliateany Subsidiary;
l(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(j) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value;
(k) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Units award or from any diminution in value of the RSUs or Shares upon vesting of the RSUs resulting from the termination of the Participant’s Service employment or continuous service by the Company or any Subsidiary (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment applicable labor laws in of 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 Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and;
m(l) neither the Company, the Employer nor any Affiliate 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 Restricted Stock Units RSUs or of any amounts due to the Participant pursuant to the vesting settlement of Restricted Stock Units the RSUs or the subsequent sale of any Shares acquired upon vesting;
(m) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Shares; and
(n) the Participant should consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Vontier Corp), Restricted Stock Unit Agreement (Vontier Corp)
Nature of Grant. In By accepting the grant of the Restricted Stock Units, the Participant Employee acknowledges, understands and agrees that:
: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
; (b) the grant of Restricted Stock Units is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted awarded in the past;
; (c) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the Committee;
Company; INTERNATIONAL EMPLOYEE – 3-Year Vesting 7 (d) the Participant is voluntarily participating in the Plan;
e) the Participantgrant of Restricted Stock Units and Employee’s participation in the Plan shall will not create a right to further Service employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary of the Company and shall not interfere with the ability of the Employer to terminate the ParticipantEmployee’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with (if any); (e) Employee’s participation in the Company or an Affiliate;
gPlan is voluntary; (f) the grant of Restricted Stock Units, Units and the Shares subject to Stock underlying the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h; (g) the grant of Restricted Stock Units, Units and the Shares subject to Stock underlying the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation or salary for purposes any purpose, including but not limited to, calculation of calculating any severance, resignation, termination, redundancy, dismissal, redundancy or end-of-service payments, holiday-pay, bonuses, holiday pay, long-service awards, leave-related payments, pension or retirement or welfare benefits benefits, or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate;
imandatory payments; (h) the future value of the underlying Shares Stock is unknown, indeterminable and cannot be predicted with certainty;
; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of Restricted Stock Units resulting from Employee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any); (j) in the event of termination of Employee’s employment or other services (for any reason whatsoever, whether or not later found to be invalid, or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Employee’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Employee is no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of the Award (including whether Employee may still be considered to be providing services while on an approved leave of absence); (k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.transferred
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Kbr, Inc.), Restricted Stock Unit Agreement (Kbr, Inc.)
Nature of Grant. In By accepting the grant of Restricted Stock UnitsAward, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that:
a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) b. the grant of Restricted Stock Units is extraordinaryexceptional, voluntary voluntary, non-recurrent and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c) c. all decisions with respect to future Restricted Stock Unit grants of Units or other award grantsawards, if any, will be at the sole discretion of the CommitteeCompany;
d) d. the Participant is voluntarily participating in the Plan;
e) the Participant’s Award and your participation in the Plan shall not create a right to further Service or amend an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate the Participant’s Service your employment relationship (if any) at any time with or without causetime;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with e. you are voluntarily participating in the Company or an AffiliatePlan;
g) f. the grant Units and the shares of Restricted Common Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not intended to replace any pension rights or compensation;
h) g. the grant Units and the shares of Restricted Common Stock Units, the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, leave-related pay, pension or retirement benefits or payments, welfare benefits or any similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatemandatory payments;
i) h. the future value of the shares of Common Stock underlying Shares the Units is unknown, indeterminable and cannot be predicted with certainty;
j) unless i. except as otherwise provided in the Agreement, in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award the 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 SharesCommon Stock of the Company;
k) j. unless otherwise agreed with the Companycompany in writing, the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units, and the income from and value of the same, are not granted as consideration for, or in connection with, the Service the Participant service you may provide as a director of an Affiliateany Subsidiary;
l) k. the Units and the shares of Common Stock subject to the Units are not part of normal or expected compensation or salary for any purpose;
l. none of the Company, the Employer or any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Units or of any amounts due to you pursuant to the settlement of the Units or the subsequent sale of any shares of Common Stock acquired upon settlement of the Units; and
m. no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service your employment (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is you are employed or the terms of the Participant’s your employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.), Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant Grantee acknowledges, understands and agrees that:
a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan;
b) b. the grant of Restricted Stock Units Award is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Unitsthereof, even if Restricted Stock Units have been granted in the past;
c) c. all decisions with respect to future awards of Restricted Stock Unit Units or other award grantsawards, if any, will be at the sole discretion of the Committee;
d) d. the Participant is voluntarily participating in the Plan;
e) the ParticipantGrantee’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without causeis voluntary;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with e. the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Award and any Shares subject to the Restricted Stock Units, and the income and value of the same, Award are not intended to replace any pension rights or compensation;
h) f. the grant of Restricted Stock Units, the Award and any Shares subject to the Restricted Stock UnitsAward, and the income and value of the same, are not part of normal or expected compensation for purposes of any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, holiday pay, leave pay, pension or welfare or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for mandatory payments;
g. unless otherwise agreed with the Company, the Employer Award and any Shares subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of an Affiliate;
h. neither the Award nor any provision of this Award Agreement, the Plan or the policies adopted pursuant to the Plan, confer upon the Grantee any right with respect to employment or continuation of current employment, and in the event that the Grantee is not an employee of the Company or any subsidiary of the Company, the Award shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate;
i) i. the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) j. no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Award resulting from the termination of Grantee ceasing to provide employment or other services to the Participant’s Service Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment local labor laws in the jurisdiction where the Participant Grantee is employed or the terms of the ParticipantGrantee’s employment or service agreement, if any), and in consideration ;
k. for purposes of the grant of Restricted Stock UnitsAward, the Participant agrees not Grantee’s employment will be considered terminated as of the date he or she is no longer actively providing services to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.an
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Elanco Animal Health Inc), Restricted Stock Unit Award Agreement (Elanco Animal Health Inc)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-of- service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certaintypredicted;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator will have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence);
(h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) no claim or entitlement to compensation or damages shall arise from forfeiture Participant acknowledges and agrees that none of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor or any Affiliate shall Parent or Subsidiary 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages will arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer 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, Participant will 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.
Appears in 2 contracts
Samples: Stock Option Agreement (Domo, Inc.), Stock Option Agreement (Domo, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock UnitsOption, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of Restricted Stock Units the Option is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsoptions, or benefits in lieu of Restricted Stock Unitsoptions, even if Restricted Stock Units options have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit option or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in Option and any Shares acquired under the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant of Restricted Stock Units, Option and Shares acquired under the Shares subject to the Restricted Stock Units, Plan and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(g) if the underlying Shares do not increase in value, the Option will have no value;
(h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(i) for purposes of the Option, Participant’s engagement as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Option grant (including whether Participant may still be considered to be providing services while on a leave of absence);
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units Option and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;; and
(k) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the Restricted Stock Units United States: (i) the Option and the Shares subject to the Restricted Stock UnitsOption are not part of normal or expected compensation or salary for any purpose; (ii)Participant acknowledges and agrees that none of the Company, the Employer, or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the income and United States Dollar that may affect the value of the same, are not granted as consideration for, Option or in connection with, of any amounts due to Participant pursuant to the Service exercise of the Participant may provide as a director Option or the subsequent sale of an Affiliate;
lany Shares acquired upon exercise; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Option resulting from the termination of the Participant’s engagement as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsthe Option to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, any Parent, any Subsidiary or the Employer, waives his or her ability, if any, to bring any Affiliate; and
m) neither such claim, and releases the Company, any Parent or Subsidiary and the Employer nor from any Affiliate such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharessuch claim.
Appears in 2 contracts
Samples: Stock Option Agreement (Y-mAbs Therapeutics, Inc.), Stock Option Agreement (Y-mAbs Therapeutics, Inc.)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant no longer is actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator will have the exclusive discretion to determine when Participant no longer is actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) Participant acknowledges and agrees that no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and (iii) no claim or entitlement to compensation or damages will arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant otherwise is not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, Participant will 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.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Telenav, Inc.), Restricted Stock Unit Award Agreement (Telenav, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsthis Grant Agreement, the Participant acknowledges, understands and agrees that:
: (a) the Plan this Grant Agreement is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
this Grant Agreement; (b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsgrants, or benefits in lieu of Restricted Stock Unitsgrants, even if Restricted Stock Units grants have been granted made in the past;
; (c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the Committee;
Company; (d) the Participant is voluntarily participating in the Plan;
accepting this Grant Agreement; (e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are this Grant Agreement is not intended to replace any pension rights or compensation;
hcompensation and are outside the scope of the Participant’s employment contract, if any; (f) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Unitsthis Grant Agreement, and the income and value of same of the sameShares granted, are not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate;
i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
jpayments; (g) unless otherwise provided in the Plan this Grant Agreement or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Grant Agreement do not create any entitlement to have the Restricted Stock Units this Grant Agreement 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; and (h) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall not 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 in its sole discretion of an applicable foreign exchange rate that may affect the value of the Restricted Stock Units Shares (or the calculation of income or Tax-Related Items thereunder) or of any amounts due to the Participant pursuant to the vesting settlement of Restricted Stock Units this Grant Agreement or the subsequent sale of Sharesthe Shares allocated to this Grant Agreement.
Appears in 2 contracts
Samples: Restricted Stock Unit Grant Agreement (BRB Foods Inc.), Restricted Stock Unit Grant Agreement (BRB Foods Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Restricted Stock Unit grant and Participant’s participation in the Plan shall not create a right to further Service employment or service, or be interpreted as forming or amending an employment or service contract with the Employer Company, the Employer, or any Affiliate and shall not interfere with the ability of the Employer Company, the Employer, or any Affiliate to terminate the Participant’s employment or status as a Service at any time with or without causeProvider (if any);
(e) Participant is voluntarily participating in the Plan;
(f) a the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, Units and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, Units and the income from and value of the same, are not part of normal or expected compensation or salary for purposes any purpose, including, without limitation, the calculating of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or any other similar payments payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer Employer, or any Affiliate;
i(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(i) 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 Participant may provide as a director of an Affiliate;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant’s 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 employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and in consideration of the grant of the Restricted Stock Units, Participant agrees not to institute any claim against the Company, any of its Affiliates, or the Employer;
(k) for purposes of this Agreement, Participant’s relationship as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Affiliates or the Employer (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 Agreement or determined by the Company, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., active services 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 Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether Participant may still be considered to be providing services while on an approved leave of absence);
(l) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
(m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or the subsequent sale of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of SharesShares acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Align Technology Inc), Restricted Stock Unit Agreement (Align Technology Inc)
Nature of Grant. In accepting the grant of Restricted Stock Units, the Participant acknowledges, understands and agrees you acknowledge that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinaryexceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is you are voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not Units and any shares of Stock that may be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant received in settlement of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, (iii) are not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments payments;
(f) the Restricted Stock Unit grant will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary, nor does it amend any legal relationship or legal entitlement between you and in no event should be considered as compensation forthe Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of your further employment for the vesting period, for any period, or relating in any way toat all, past services for and will not interfere with your right or the Company, right of the Employer or to terminate your employment relationship at any Affiliatetime;
i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j(h) unless otherwise provided in the Plan or determined by the Company in its sole discretion, for purposes of this Agreement, a termination of Employment shall be effective from the Restricted Stock Units date on which active employment ends and the benefits evidenced shall not be extended by this Award Agreement do not create any entitlement to have the Restricted Stock Units statutory 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 Sharescommon law notice of termination period;
k(i) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to shares of Common Stock underlying the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant service you may provide as a director of an Affiliatea Subsidiary;
l(j) no claim or entitlement to compensation or damages shall arise from forfeiture the future value of the Restricted underlying shares of Common Stock Units resulting from the termination of the Participant’s Service is unknown, indeterminable and cannot be predicted with certainty;
(for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
mk) neither the Company, the Employer nor any Affiliate Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s your local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant you pursuant to the vesting settlement of the Restricted Stock Units or the sale of Sharesany shares of Common Stock you may acquire upon such settlement;
(l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or the recoupment of any shares of Stock acquired pursuant to the Restricted Stock Units resulting from (i) termination of Employment (regardless of the reason for termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and/or (ii) the application of any recoupment/forfeiture policy, as described herein; and in consideration of the grant of the Restricted Stock Units, you agree not to institute any claim against the Company or the Employer; and
(m) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically provided for in the Plan or provided by the Company in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock.
Appears in 2 contracts
Samples: Restricted Stock Unit Grant Agreement (J C Penney Co Inc), Restricted Stock Unit Grant Agreement (J C Penney Co Inc)
Nature of Grant. In accepting the grant of Restricted Stock UnitsAward, the Participant acknowledges, understands and agrees Xxxxxxx acknowledges that:
(a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award restricted stock unit grants, if any, will be at the sole discretion of the CommitteeCorporation;
(d) the Participant Grantee is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with Units and the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsUnits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or Grantee’s employer, and which is outside the income scope of Xxxxxxx’s employment contract, if any;
(f) the Restricted Stock Units and value of the same, Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and future value of the same, underlying Stock is unknown and cannot be predicted with certainty;
(h) Awards and resulting benefits are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered insofar as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepermitted by law;
(i) the future value in consideration of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to grant of the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Grantee’s employment with the ParticipantCorporation or Xxxxxxx’s Service employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and Grantee irrevocably releases the Corporation and Grantee’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waive any entitlement to pursue such claim; and
(j) in the jurisdiction where event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the Participant is employed or Restricted Stock Units under the terms of the Participant’s employment or service agreementPlan, if any), and in consideration will terminate effective as of the grant date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of Restricted Stock Units, “garden leave” or similar period pursuant to local law); the Participant agrees not Committee shall have the exclusive discretion to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value purposes of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of SharesUnits.
Appears in 2 contracts
Samples: Restricted Stock Units Agreement (Trimas Corp), Restricted Stock Units Agreement (Trimas Corp)
Nature of Grant. In accepting the grant of Restricted Stock UnitsOption, the Participant acknowledges, understands understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of Restricted Stock Units the Option is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsoptions, or benefits in lieu of Restricted Stock Unitsoptions, even if Restricted Stock Units options have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit option or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in Option and any Shares acquired under the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant of Restricted Stock Units, Option and Shares acquired under the Shares subject to the Restricted Stock Units, Plan and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Option is unknown, indeterminable indeterminable, and cannot be predicted with certaintypredicted;
(g) if the underlying Shares do not increase in value, the Option will have no value;
(h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(i) for purposes of the Option, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Option grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law); and
(j) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units Option and the benefits evidenced by this Award Option Agreement do not create any entitlement to have the Restricted Stock Units Option 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 2 contracts
Samples: Stock Option Agreement (Tenon Medical, Inc.), Stock Option Agreement (Tenon Medical, Inc.)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant Award of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit Units or other award grantsawards, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant Award of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(f) the grant Award of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(g) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j(h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 SharesCommon Stock;
k(i) 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 the same, are not granted as consideration for, or in connection with, the Service the service Participant may provide as a director of an Affiliate;a Subsidiary or affiliate of the Company; and
l(j) the following provisions apply only if Participant is providing services outside the United States:
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Participant as a Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s 's employment or service agreement, if any), and in consideration of the grant award of the Restricted Stock UnitsUnits to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, the Employer or any Affiliateother Parent or Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer or any other Parent or Subsidiary 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, 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; and
m(ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Affiliate Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s 's local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (National Instruments Corp), Restricted Stock Unit Award Agreement (National Instruments Corp)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Restricted Stock Unit grant and Participant’s 's participation in the Plan shall not create a right to further Service employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an 's employment or service contract or relationship with the Company or an Affiliate(if any);
(e) Participant is voluntarily participating in the Plan;
(f) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(g) the grant of Restricted Stock Units, Units and the Shares shares of Stock subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(h) the future value of the underlying Shares shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant's ceasing to be in Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its Affiliates or the Employer, waives Participant's ability, if any, to bring any such claim, and releases the Company, its 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 participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) in the event of termination of Participant's employment or other services (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Participant is no longer in Continuous Service as set forth in Section 3 of this Agreement, and will not be extended by any notice period (e.g., active services 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 in Continuous Service for purposes of Participant's Restricted Stock Unit grant (including whether Participant is on an authorized leave of absence);
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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;Stock; and
k(l) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the U.S.:
(i) the Restricted Stock Units and the Shares shares of Stock subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to expected compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (salary for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliatepurpose; and
m(ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s 's local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany shares of Stock acquired upon settlement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Grant Agreement (Con-Way Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted the Performance Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Performance Stock Units, or benefits in lieu of Restricted Performance Stock Units, even if Restricted Performance Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Performance Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s Performance Share Award and your participation in the Plan shall not create a right to further Service employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the Participant’s your or Service at any time with or without cause(if any);
(e) you are voluntarily participating in the Plan;
(f) a Restricted the Performance Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to represented by the Restricted Performance Stock Units, and the income and value of the same, Units are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Performance Stock Units, Units and the Shares subject to represented by the Restricted Performance Stock UnitsUnit, and the income and value of the same, are not part of normal or expected compensation for purposes of any purpose including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(h) the future value of the underlying Shares represented by the Performance Stock Units is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in certainty and the risk that the value of the Shares represented by the Performance Stock Units diminishes during the vesting period is not covered by the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, either directly or in connection with, the Service the Participant may provide as a director of an Affiliateindirectly;
l(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Performance Stock Units resulting from the termination of the Participant’s your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed your country or the terms of the Participant’s your employment or service agreementcontract, if any), and in consideration of the grant of Restricted the Performance Stock UnitsUnits to which you are otherwise not entitled, the Participant agrees not you irrevocably agree never to institute any claim against the Company, any of its Subsidiaries or Affiliates or the Employer, you waive your ability, if any, to bring any such claim, and you release 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 participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) for purposes of the Performance Stock Unit, your Service will be considered terminated as of the date you are 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 your country or the terms of your employment contract, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, your right to vest in the Performance Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any Affiliatenotice period (e.g., your period of Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under your country or the terms of your employment contract, if any); andthe Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Performance Share Award (including whether you may still be considered to be providing services while on a leave of absence);
m(k) unless otherwise provided in the Plan or by the Company in its discretion, the Performance Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Performance 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;
(l) you acknowledge and agree that neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s your local currency and the United States Dollar that may affect the value of the Restricted Performance Stock Units or of any amounts due to the Participant you pursuant to the vesting of Restricted Performance Stock Units that vested or the subsequent sale of such Shares; and
(m) unless otherwise agreed with the Company, the Performance Stock Units and the Shares represented by the Performance Stock Units, and any income from and value of same, are not granted as consideration for, or in connection with, the service you may render as a director of a Subsidiary or Affiliate.
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (WHITEWAVE FOODS Co)
Nature of Grant. In By accepting the grant PSUs and any shares of Restricted Stock UnitsCommon Stock, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the PSUs is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPSUs, or benefits in lieu of Restricted Stock UnitsPSUs, even if Restricted Stock Units PSUs have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit PSUs or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily voluntary participating in the Plan;
(e) the Participant’s participation in PSUs and any shares of Common Stock acquired under the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsPlan, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(f) the grant PSUs and any shares of Restricted Common Stock Units, acquired under the Shares subject to the Restricted Stock UnitsPlan, and the income and value of the same, are not part of the Participant’s normal or expected compensation for any purposes of including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, leave-related pay, pension or retirement benefits or payments or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Company or the Employer or any Affiliatesubsidiary;
i(g) the future value of the shares of Common Stock underlying Shares the PSUs is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k(h) unless otherwise agreed with the Company, the Restricted Stock Units PSUs and the Shares subject to shares of Common Stock acquired under the Restricted Stock UnitsPlan, and the income and value of the same, are not granted as consideration for, or in connection with, the Service service the Participant may provide as a director of an Affiliate;
lany subsidiary; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units PSUs resulting from the termination of the Participant’s Service employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services, or the terms of the Participant’s employment or service agreement, if any), and ;
(j) unless otherwise provided in consideration of the grant of Restricted Stock UnitsPlan or by the Company in its discretion, the Participant agrees PSUs and the benefits evidenced by the Agreement do not create any entitlement to institute any claim against have the Company PSUs or any Affiliatesuch 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
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Hexion Inc.)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of the CommitteeAdministrator;
d(c) the Participant is voluntarily participating in the Plan;
(d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certaintypredicted;
j(g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(h) unless otherwise provided in the Plan or by the Company Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;; and
k(i) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the United States:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliateexpected compensation or salary for any purpose;
l(ii) Participant acknowledges and agrees that no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate Recipient 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service Recipient 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, 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.
Appears in 1 contract
Nature of Grant. In accepting By participating in the grant of Restricted Stock UnitsPlan, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Administrator at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock the Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grantsgrants of Units, if any, will be at the sole discretion of the CommitteeAdministrator;
(d) the Participant is voluntarily participating in grant of the Plan;
e) the Participant’s Units and your participation in the Plan shall not create a right to further Service employment or be interpreted as forming an employment or service contract with the Company, the Employer or Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an your employment or service contract or relationship with the Company or an Affiliate(if any);
g(e) you are voluntarily participating in the Plan;
(f) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Unitsunderlying Shares, and the income and value of the same, same are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(h) the future value of the underlying Shares shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is you are employed or the terms of your employment agreement, if any);
(j) unless otherwise agreed with the Participant’s Company in writing, the Units, the underlying shares of Stock and the income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of an Affiliate; -Rev 1.2018 (k) for purposes of the Units, your employment or other service relationship will be considered terminated as of the date you are 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 you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in consideration this Agreement or determined by the Company, your right to vest in the Units under this Agreement, if any, will terminate as of such date and will not be extended by any notice period (e.g., your 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 you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Unit grant (including whether you may still be considered to be providing services while on an approved leave of Restricted Stock absence); and
(l) the following provisions apply only if you are providing services outside the United States: (A) the Units, the Participant agrees underlying shares of Stock, and the income and value of same are not to institute part of normal or expected compensation or salary for any claim against the Company or any Affiliatepurpose; and
mand (B) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s your local currency and the United States Dollar U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts amount due to the Participant you pursuant to the vesting settlement of Restricted Stock the Units or the subsequent sale of Sharesany shares of Stock acquired upon settlement.
Appears in 1 contract
Samples: Global Deferred Stock Unit Award Agreement (Boston Scientific Corp)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted 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 Unit restricted stock units or other award grantsawards, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) Award and the Participant’s participation in the Plan shall not create a right to further Service employment or be interpreted as forming an employment or service relationship with the Employer Company and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliaterelationship, if any;
g(e) the grant of Participant’s participation in the Plan is voluntary;
(f) the Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for mandatory payments;
(h) unless otherwise agreed with the Company, the Employer 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 any Affiliatein 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 subject to the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(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 Active Status (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any);
(l) for purposes of the Restricted Stock Units, 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 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 Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any AffiliateCommon Stock; and
m(n) neither the Company, the Employer nor any Affiliate 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 1 contract
Samples: Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. In accepting the grant of Restricted Stock UnitsPerformance Shares, the Participant acknowledges, understands and agrees Employee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Performance Shares is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPerformance Shares, or benefits in lieu of Restricted Stock UnitsPerformance Shares, even if Restricted Stock Units Performance Shares have been granted repeatedly in the past, and all decisions with respect to future grants of Stock Awards or other Awards, if any, will be at the sole discretion of the Company;
(c) all decisions with respect to future Restricted Stock Unit or other award Performance Share grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant Employee’s participation in the Plan is voluntarily voluntary participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer Performance Shares and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsPerformance Shares are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the income and value scope of the sameEmployee’s employment contract, if any;
(f) the Performance Shares and the Shares subject to the Performance Shares are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, Performance Shares and the Shares subject to the Restricted Stock Units, and the income and value of the same, Performance Shares are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Company or the Employer or any AffiliateEmployer;
i(h) the future value of the Shares underlying the Performance Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
j(i) unless otherwise provided in neither the Plan Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar (or the selection by the Company or an Affiliate in its discretion, sole discretion of an applicable foreign currency exchange rate) that may affect the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, Performance Shares (or in connection with, the Service the Participant may provide as a director calculation of an Affiliateincome or Tax-Related Items thereunder);
l(j) in consideration of the grant of the Performance Shares, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Performance Shares resulting from the termination Employee’s Termination of the Participant’s Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the Employee irrevocably releases the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction where to have arisen, the Participant is employed Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(k) the terms of Performance Shares and the Participant’s employment or service agreementbenefits under the Plan, if any), and will not automatically transfer to another company in consideration the case of the grant a merger, take-over or transfer of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharesliability.
Appears in 1 contract
Nature of Grant. In accepting the grant of Restricted Stock UnitsPerformance Shares, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of Restricted Stock Units the Performance Shares is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPerformance Shares, or benefits in lieu of Restricted Stock Units, Performance Shares even if Restricted Stock Units Performance Shares have been granted repeatedly in the past;
c(b) all decisions with respect to future Restricted Stock Unit awards of Performance Shares or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d(c) the Participant is voluntarily participating in the Plan;
e) the ParticipantEmployee’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without causeis voluntary;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g(d) the grant of Restricted Stock Units, Performance Shares and the Shares subject to the Restricted Stock Units, Performance Shares are not part of regular or expected compensation or salary for any purpose;
(e) the Performance Shares and the income and value of Shares subject to the same, Performance Shares are not intended to replace any pension rights or compensation;
h(f) the grant of Restricted Stock Units, Performance Shares and the Shares subject to the Restricted Stock UnitsPerformance Shares, and the income and value of the same, are not part of normal or expected compensation or salary for purposes of any purpose, including, without limitation, calculating any severance, termination, resignation, termination, redundancy, dismissal, end-of-,end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(g) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Shares resulting from the termination of the Employee’s relationship as a Service Provider (for any reason whatsoever, 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 or service agreement, if any), and in consideration of the Award of Performance Shares to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or affiliates or the Employer, waives the Employee’s 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 participating in the Plan, 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;
(i) for purposes of the Award, the Employee’s engagement as a Service Provider will be considered terminated as of the date the Employee 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 engaged as a Service Provider or the terms of the Employee’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Employee’s right to vest in the Performance Shares under the Plan, 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 engaged as a Service Provider or the terms of the Employee’s employment or service agreement, if any);
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units Performance Shares and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units Performance Shares 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 Sharesshares of the Company;
(k) unless otherwise agreed with the Company, the Restricted Stock Units Employee acknowledges and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) that neither the Company, the Employer nor any Affiliate 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 Restricted Stock Units Performance Shares or of any amounts due to the Participant Employee pursuant to the vesting settlement of Restricted Stock Units the Performance Shares or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 1 contract
Nature of Grant. In accepting the grant of Restricted Stock UnitsAward, the Participant Grantee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Share Units is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Share Units, or benefits in lieu of Restricted Stock Share Units, even if Restricted Stock Share Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit Share Units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant Grantee is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of the Restricted Stock Units, Share Units does not establish an employment or other service relationship between the Grantee and the Company;
(f) the Restricted Share Units and any Ordinary Shares subject to the Restricted Stock Share Units, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(g) unless otherwise agreed with the grant of Restricted Stock UnitsCompany, the Restricted Share Units and the Ordinary Shares subject to the Restricted Stock Share Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of a Subsidiary;
(h) the Restricted Share Units and any Ordinary Shares subject to the Restricted Share Units, and the income from and value of same, are not part of normal or expected compensation for purposes of of, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatemandatory payments;
(i) the future value of the Ordinary Shares underlying Shares the Restricted Share Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Share Units resulting from the termination of the ParticipantGrantee’s Service employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where the Participant Grantee is employed or the terms of the ParticipantGrantee’s employment or service agreement, if any), and ;
(k) unless otherwise provided in consideration of the grant of Restricted Stock UnitsPlan or by the Company in its discretion, the Participant agrees Restricted Share Units and the benefits evidenced by this Agreement do not create any entitlement to institute any claim against have the Company Restricted Share Units or any Affiliatesuch 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 Ordinary Shares; and
m(l) if the Grantee resides and/or works in a country outside the United States, the following shall apply:
(i) the Restricted Share Units and any Ordinary Shares subject to the Restricted Share Units, and the income from and value of same, are not part of normal or expected compensation for any purpose;
(ii) neither the Company, the Employer nor any Affiliate other Subsidiary shall be liable for any foreign exchange rate fluctuation between the ParticipantGrantee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Share Units or of any amounts due to the Participant Grantee pursuant to the vesting settlement of the Restricted Stock Share Units or the subsequent sale of Sharesany Ordinary Shares acquired upon settlement.
Appears in 1 contract
Samples: Global Restricted Share Unit Award Agreement (BeiGene, Ltd.)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant acknowledges, understands and agrees Employee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award Units grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the ParticipantEmployee’s participation in the Plan shall not create a right to further Service employment with the Employer and shall not interfere with the ability of the Employer to terminate the ParticipantEmployee’s Service employment relationship at any time with or without causetime;
(e) the Employee is voluntarily participating in the Plan;
(f) a the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock UnitsUnits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the income and value scope of the sameEmployee’s employment contract, are not intended to replace any pension rights or compensationif any;
h(g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any AffiliateSubsidiary or affiliate;
(h) the Restricted Stock Unit grant and the Employee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or affiliate of the Company;
(i) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) unless otherwise provided in consideration of the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to grant of the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of employment with the Participant’s Service Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and the Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(k) in the jurisdiction where event of termination of employment (whether or not in breach of local labor laws), the Participant is employed or Employee’s right to vest in the terms of Restricted Stock Units under the Participant’s employment or service agreementPlan, if any), and in consideration will terminate effective as of the grant date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of Restricted Stock Units, “garden leave” or similar period pursuant to local law); the Participant agrees not Administrator shall have the exclusive discretion to institute any claim against determine when the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable Employee is no longer actively employed for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value purposes of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of SharesUnit grant.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Quantum Corp /De/)
Nature of Grant. In accepting the grant of Restricted Stock Unitsan 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units Awards is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAwards, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grantsAwards, if any, will be at the sole discretion of the Compensation & Organizational Development Committee of the Board of Directors (the "Committee");
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service employment or service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service employment or service relationship at any time with or without cause;
(e) Participant is voluntarily participating in the Plan;
(f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, any Awards and the Shares subject to the Restricted Stock UnitsAwards, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(g) unless otherwise agreed with the grant of Restricted Stock UnitsCompany, the Awards and Shares subject to the Restricted Stock UnitsAwards, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of a Subsidiary or Affiliate;
(h) any Awards and the Shares subject to Awards, and the income and value of same, are not part of normal or expected compensation or salary for purposes of any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should payments;
(i) an Award grant will not be considered as compensation for, interpreted to form an employment or relating in any way to, past services for service contract or relationship with the Company, the Employer Company or any Subsidiary or Affiliate;
i(j) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
(k) unless otherwise agreed with neither the Company, the Restricted Stock Units Employer nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the Shares subject United States Dollar that may affect the value of an Award or of any proceeds due to Participant pursuant to the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director vesting of an AffiliateAward or the sale of Shares;
(l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units an Award resulting from the Participant’s termination of the Participant’s Service employment or service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or rendering services or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsan Award to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company or any Subsidiary or Affiliate, waives his or her ability, if any, to bring such claim, and releases the Company and any Subsidiary or Affiliate from any such claim; if notwithstanding the foregoing, any such claim is allowed by a competent jurisdiction, then, by participating in the Plan, 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; and
(m) neither unless otherwise provided in the CompanyPlan or by the Committee in its discretion, an Award does not create any entitlement to have the Employer Award or any benefits thereunder transferred to, or assumed by, another company nor exchanged, cashed out or substituted for, in connection with any Affiliate shall be liable for any foreign exchange rate fluctuation between corporate transaction affecting the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Award Agreement (Ralph Lauren Corp)
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsperformance restricted stock units, or benefits in lieu of Restricted Stock Unitsperformance restricted stock units, even if Restricted Stock Units performance restricted stock units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award grantsgrants of performance restricted stock units, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s your participation in the Plan shall not create a right to further Service employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service your employment relationship at any time with or without causetime;
(e) you are voluntarily participating in the Plan;
(f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Award and the Shares subject to the Restricted Stock UnitsAward are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the income scope of your employment contract, if any;
(g) the Award and value of the same, Shares subject to the Award are not intended to replace any pension rights or compensation;
(h) the grant of Restricted Stock Units, Award and the Shares subject to the Restricted Stock Units, and the income and value of the same, Award are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any AffiliateRelated Corporation;
(i) the grant of the Award and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Related Corporation;
(j) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
(k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Award resulting from the termination of your employment by the Participant’s Service Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreementlocal labor laws) and, if any), and in consideration of the grant of Restricted Stock Unitsthe Award to which you are otherwise not entitled, the Participant agrees not you irrevocably agree never to institute any claim against the Company or the Employer, waive the ability, if any, to bring any Affiliatesuch claim and release the Company and the Employer 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, you will be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(l) in the event of termination of your employment (whether or not in breach of local labor laws), your right to vest in the Award, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Executive Officer shall have the exclusive discretion to determine when you are no longer actively employed for purposes of the Award; and
(m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency Award and the United States Dollar that may affect benefits under the value Plan, if any, will not necessarily transfer to another company in the case of the Restricted Stock Units a merger, take over or transfer of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharesliability.
Appears in 1 contract
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) 1. the grant of the Shares of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Shares of Restricted Stock UnitsStock, or benefits in lieu of Restricted Stock UnitsStock, even if Shares of Restricted Stock Units have been granted in the past;
c) 2. all decisions with respect to future grants of Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d) the 3. Participant is voluntarily participating in the Plan;
e) 4. the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant Shares of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h) 5. the grant Shares of Restricted Stock Units, the Shares subject to the Restricted Stock UnitsStock, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-term service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i) 6. the future value of the underlying Shares is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
j) unless otherwise provided in 7. for purposes of the Plan or by Shares of Restricted Stock, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, Parent or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;
k) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value Subsidiary (regardless of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the reason for such termination of the Participant’s Service (for any reason whatsoever, and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and unless otherwise expressly provided in consideration this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the grant Administrator, Participant’s right to vest in the Shares of Restricted Stock Unitsunder the Plan, the Participant agrees if any, will terminate as of such date and will not to institute be extended by any claim against the Company notice period (e.g., Participant’s period of service would not include any contractual notice period or any Affiliate; and
m) neither period of “garden leave” or similar period mandated under employment laws in the Company, jurisdiction where Participant is a Service Provider or the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the terms of Participant’s local currency and employment or service agreement, if any, unless Participant is providing bona fide services during such time); the United States Dollar that may affect Administrator shall have the value exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units or grant (including whether Participant may still be considered to be providing services while on a leave of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.absence and consistent with local law);
Appears in 1 contract
Nature of Grant. In accepting the grant of Restricted Stock Unitsthe 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the Award is extraordinaryexceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted 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 Unit restricted stock units or other award grantsawards, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) Award and the Participant’s participation in the Plan shall not create a right to further Service employment or be interpreted as forming an employment or service relationship with the Employer Company and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliaterelationship, if any;
g(e) the grant of Participant’s participation in the Plan is voluntary;
(f) the Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income from and value of the same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for mandatory payments;
(h) unless otherwise agreed with the Company, the Employer 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 any Affiliatein 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 subject to the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(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 Active Status (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any);
(l) for purposes of the Restricted Stock Units, and notwithstanding anything to the contrary provided 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 Award 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 Shares;Common Stock; and
k(n) unless otherwise agreed with the Company, 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 the same, are not granted as consideration for, part of normal or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to expected compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (salary for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliatepurpose; and
m(2) neither the Company, the Employer nor any Affiliate 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon settlement.
Appears in 1 contract
Samples: Global Key Employee Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. In accepting the grant of Restricted Stock UnitsOption, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of Restricted Stock Units the Option is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsoptions, or benefits in lieu of Restricted Stock Unitsoptions, even if Restricted Stock Units options have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit option or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in Option and any Shares acquired under the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant of Restricted Stock Units, Option and Shares acquired under the Shares subject to the Restricted Stock Units, Plan and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(g) if the underlying Shares do not increase in value, the Option will have no value;
(h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(i) for purposes of the Option, Participant’s engagement as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant's engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Option grant (including whether Participant may still be considered to be providing services while on a leave of absence);
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units Option and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;; and
(k) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the Restricted Stock Units United States:
(i) the Option and the Shares subject to the Restricted Stock UnitsOption are not part of normal or expected compensation or salary for any purpose;
(ii) Participant acknowledges and agrees that none of the Company, the Employer, or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the income and United States Dollar that may affect the value of the same, are not granted as consideration for, Option or in connection with, of any amounts due to Participant pursuant to the Service exercise of the Participant may provide as a director Option or the subsequent sale of an Affiliate;any Shares acquired upon exercise; and
l(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Option resulting from the termination of the Participant’s engagement as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsthe Option to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, any Parent, any Subsidiary or the Employer, waives his or her ability, if any, to bring any Affiliate; and
m) neither such claim, and releases the Company, any Parent or Subsidiary and the Employer nor from any Affiliate such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharessuch claim.
Appears in 1 contract
Nature of Grant. In accepting the grant of Restricted Stock UnitsOption, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) the grant of Restricted Stock Units the Option is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsoptions, or benefits in lieu of Restricted Stock Unitsoptions, even if Restricted Stock Units options have been granted in the past;
c(b) all decisions with respect to future Restricted Stock Unit option or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
d(c) the Participant is voluntarily participating in the Plan;
e(d) the Participant’s participation in Option and any Shares acquired under the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(e) the grant of Restricted Stock Units, Option and Shares acquired under the Shares subject to the Restricted Stock Units, Plan and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(f) the future value of the Shares underlying Shares the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(g) if the underlying Shares do not increase in value, the Option will have no value;
(h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(i) for purposes of the Option, Participant’s engagement as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (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 a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Option grant (including whether Participant may still be considered to be providing services while on a leave of absence);
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units Option and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;; and
(k) unless otherwise agreed with the Company, following provisions apply only if Participant is providing services outside the Restricted Stock Units United States:
(i) the Option and the Shares subject to the Restricted Stock UnitsOption are not part of normal or expected compensation or salary for any purpose;
(ii) Participant acknowledges and agrees that none of the Company, the Service Recipient, or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the income and United States Dollar that may affect the value of the same, are not granted as consideration for, Option or in connection with, of any amounts due to Participant pursuant to the Service exercise of the Participant may provide as a director Option or the subsequent sale of an Affiliate;any Shares acquired upon exercise; and
l(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units Option resulting from the termination of the Participant’s engagement as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsthe Option to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, any Parent, any Subsidiary or the Service Recipient, waives his or her ability, if any, to bring any Affiliate; and
m) neither such claim, and releases the Company, any Parent or Subsidiary and the Employer nor Service Recipient from any Affiliate such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharessuch claim.
Appears in 1 contract
Samples: Stock Option Agreement (Impinj Inc)
Nature of Grant. In accepting the grant of 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
; (b) the grant of Restricted Stock Units the Award is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted repeatedly in the past;
; (c) all decisions with respect to future awards of Restricted Stock Unit or other award grantsUnits, if any, will be at the sole discretion of the Committee;
Company; (d) the Participant is voluntarily participating in the Plan;
e) the Participant’s participation in the Plan shall not create a right to further Service employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service employment relationship at any time with or without cause;
; (e) the Participant’s participation in the Plan is voluntary; (f) a the Restricted Stock Unit grant will Units are extraordinary items that do not be interpreted constitute regular compensation for services rendered to form an employment or service contract or relationship with the Company or an Affiliate;
the Employer, and that are outside the scope of the Participant’s employment contract, if any; (g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not intended to replace any pension rights or compensation;
; (h) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not part of normal or expected compensation or salary for purposes of any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-redundancy or end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer Company or any Affiliate;
Subsidiary; (i) the Restricted Stock Unit grant and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or the Employer; (j) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
; (k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service Active Status by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if anyfound invalid), and and, in consideration of for the grant of the Restricted Stock UnitsUnits to which the Participant otherwise is not entitled, the Participant irrevocably agrees not never to institute any claim against the Company or the Employer, to waive his or her ability, if any, to bring any Affiliatesuch claim, and to release the Company and the Employer from any such claim; and
m) neither if, notwithstanding the Companyforegoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employer nor any Affiliate Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim, and the Participant agrees to execute any foreign exchange rate fluctuation between and all documents necessary to request dismissal or withdrawal of such claims; and (l) in the event of termination of the Participant’s employment (whether or not in breach of local currency labor laws and whether or not later to be found invalid), the United States Dollar that may affect the value of the Participant’s right to receive Restricted Stock Units and vest under the Plan, if any, will terminate effective as of the date of the voluntary or involuntary termination of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of SharesParticipant’s Active Status.
Appears in 1 contract
Samples: Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. In accepting the grant Award of Restricted Stock UnitsStock, 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 modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant Award of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock, or benefits in lieu of Restricted Stock Unitsrestricted stock, even if Restricted Stock Units have restricted stock has been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit or other award restricted stock grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
(e) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant this Award of Restricted Stock Units, and any Shares acquired under the Shares subject to the Restricted Stock Units, and the income and value of the same, Plan are not intended to replace any pension rights or compensation;
h(f) the grant this Award of Restricted Stock Units, and any Shares acquired under the Shares subject to the Restricted Stock Units, Plan and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatemandatory payments;
i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k(g) unless otherwise agreed with the Company, the this Award of Restricted Stock Units and any Shares acquired under the Shares subject to the Restricted Stock UnitsPlan, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the services Participant may provide as a director of an Affiliatea Parent or Subsidiary of the Company;
l(h) this Award of Restricted Stock and participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Parent or Subsidiary of the Company and shall not interfere with the ability of the Company or any Parent or Subsidiary of the Company employing or retaining Participant, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the Shares of Restricted Stock is unknown, indeterminable, and cannot be predicted with certainty;
(j) the value of any Shares of Restricted Stock acquired under the Plan may increase or decrease;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the this Award of Restricted Stock Units resulting from the termination of the Participant’s Service employment or service relationship by the Company or, if different, the Company’s Parent or Subsidiary employing or retaining Participant (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration ;
(l) for purposes of the grant Award of Restricted Stock UnitsStock, Participant’s employment or service relationship will be considered terminated as of the date Participant agrees not is no longer actively providing services to institute any claim against the Company or any AffiliateParent or Subsidiary of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where 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, if any, to vest in this Award of Restricted Stock will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); and
(m) neither the Company, the Employer Company’s Parent nor any Affiliate 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 this Award of Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting this Award of Restricted Stock Units or the subsequent sale of Sharesany Shares acquired hereunder.
Appears in 1 contract
Samples: Global Restricted Stock Award Agreement (Pacific Biosciences of California, Inc.)
Nature of Grant. In accepting the grant of Restricted Stock Units, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that:
(a) the Plan is established voluntarily by the CompanyCapital One, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Committee at any time, to as provided in the extent permitted by the PlanPlan and this Agreement;
(b) the grant of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future grants of Restricted Stock Unit Units or other award grants, if any, will be at the sole discretion of Capital One, including, but not limited to, the Committeeform and timing of an Award, the number of shares of Common Stock subject to an Award, and the vesting provisions applicable to the Award;
(d) the Participant is voluntarily participating in the Plan;
e) the Participant’s grant of Restricted Stock Units and your participation in the Plan shall not create a right to further Service employment or be interpreted as forming an employment or service contract with the Capital One, your Employer or any Affiliate and shall not interfere with the ability of the your Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an your employment or service contract or relationship with the Company or an Affiliaterelationship;
g(e) you are voluntarily participating in the Plan;
(f) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, Units and the income and value of the same, are an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation for purposes of any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
m) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Capital One Financial Corp)
Nature of Grant. In accepting the grant of Restricted Stock UnitsAward, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that:
a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b) b. the grant of Restricted Stock Units is extraordinaryvoluntary, voluntary non-recurrent and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c) c. all decisions with respect to future Restricted Stock Unit grants of Units or other award grantsawards, if any, will be at the sole discretion of the CommitteeCompany;
d) d. the Participant is voluntarily participating in the Plan;
e) the Participant’s Award and your participation in the Plan shall not create a right to further Service employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate the Participant’s Service at any time with or without causeyour employment relationship (if any);
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with e. you are voluntarily participating in the Company or an AffiliatePlan;
g) f. the grant Units and the shares of Restricted Common Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, Units are not intended to replace any pension rights or compensation;
h) g. the grant Units and the shares of Restricted Common Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or payments, welfare benefits or any similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i) h. the future value of the shares of Common Stock underlying Shares the Units is unknown, indeterminable and cannot be predicted with certainty;
j) unless i. except as otherwise provided in the Agreement, in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award the 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 SharesCommon Stock of the Company; and
j. in addition to subsections (a) through (i) above, the following provisions will also apply if you are providing services outside the United States:
i. the Units and the shares of Common Stock subject to the Units are not part of normal or expected compensation or salary for any purpose;
k) unless otherwise agreed with ii. none of the Company, the Restricted Stock Units Employer or any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the Shares subject to U.S. dollar that may affect the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, Units or in connection with, of any amounts due to you pursuant to the Service settlement of the Participant may provide as a director Units or the subsequent sale of an Affiliateany shares of Common Stock acquired upon settlement of the Units;
l) iii. no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service your employment (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is you are employed or the terms of the Participant’s your employment or service agreement, if any), and ; and
iv. in consideration of the grant of Restricted Stock Unitsthe Award to which you are otherwise not entitled, the Participant agrees not You irrevocably agree (a) never to institute any claim against the Company Company, any Subsidiary or the Employer, (b) waives your ability, if any, to bring any Affiliate; and
msuch claim, and (c) neither release the Company, its Subsidiaries and the Employer nor from any Affiliate such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, You shall be liable for deemed irrevocably to have agreed not to pursue such claim and agree to execute any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Sharessuch claim.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)
Nature of Grant. In accepting the grant this Award of 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 modified, amended, suspended suspended, or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant this Award of Restricted Stock Units is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted 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 Unit grants of restricted stock units or other award grants, if any, will be at the sole discretion of the CommitteeCompany;
(d) the Participant is voluntarily participating in the Plan;
e) the Award of Restricted Stock Units and Participant’s participation in the Plan shall not create a right to further employment or be interpreted as forming a Service with the Employer relationship and shall not interfere with the ability right of the Employer Company and/or the Service Recipient, as applicable, to terminate the Participant’s Service at any time with or without causetime;
(e) Participant is voluntarily participating in the Plan;
(f) a the Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not part of normal or expected compensation or “earnings” for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(i) 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 that Participant may provide as director of an Affiliate;
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this the Award 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 Shares;
(k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s Service services (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed providing services, or the terms of the Participant’s employment or service agreement, if any), and in consideration of this Award of the grant of Restricted Stock UnitsUnits to which Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Company, the Service Recipient, or any other Affiliate; and
m) neither , waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer nor Service Recipient, and any other 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, 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; and
(l) in addition to subsections (a) through (k) above, the following provisions will also apply if Participant is providing services outside the U.S.:
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value from same, are not part of normal or expected compensation, “earnings” or salary for any purpose; and
(ii) none of the Company, the Service Recipient or any other 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 Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of the Restricted Stock Units or the subsequent sale of Sharesany Shares acquired upon vesting.
Appears in 1 contract
Nature of Grant. In accepting the grant of Restricted Stock Unitsgrant, the Participant acknowledges, understands understands, and agrees that:
(a) the Plan is established voluntarily by the CompanyPartnership, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Partnership, at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Stock Units the DRUs is extraordinary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsDRUs, or benefits in lieu of Restricted Stock UnitsDRUs, even if Restricted Stock Units DRUs have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit DRUs or other award grants, if any, will be at the sole discretion of the CommitteePartnership;
(d) the granting of the DRUs evidenced by this Award Agreement shall impose no obligation on the Partnership or any Affiliate to continue the Services of the Participant and shall not lessen or affect the Partnership’s or its Affiliate’s right to terminate the Services of such Participant;
(e) the Participant is voluntarily participating in the Plan;
e(f) the Participant’s participation in DRUs and the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
f) a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
g) the grant of Restricted Stock Units, the Shares Common Units subject to the Restricted Stock Units, and the income and value of the same, DRUs are not intended to replace any pension rights or compensation;
h(g) the grant of Restricted Stock Units, DRUs and the Shares Common Units subject to the Restricted Stock UnitsPlan, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliatepayments;
i(h) the future value of the underlying Shares Common Units is unknown, indeterminable and cannot be predicted with certainty;
j) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award 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 Shares;
k) 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 the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
l(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units DRUs resulting from the termination of the Participant’s Service (Services as set forth in Section 3(c), 4(c) or 4(d) above for any reason whatsoever, (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Unitsthe DRUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees not never to institute any claim against the Company Partnership or any Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Partnership and its Affiliates 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;
(j) in the event of termination of the Participant’s Services for any reason, except as set forth in Sections 3(b) and 4(b) (whether or not later to be found 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), unless otherwise determined by the Partnership, the Participant’s right to vest in the DRUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed, or the terms of the Participant’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the DRUs grant (including whether the Participant may still be considered to be providing services while on an approved leave of absence); and
m(k) in addition to the provisions above in this Section 8, the following provisions apply if the Participant is providing services outside the United States:
(i) the DRUs and the Common Units subject to the DRUs are not part of normal or expected compensation or salary for any purpose; and
(ii) the Participant acknowledges and agrees that neither the Company, the Employer Partnership nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units DRUs or of any amounts due to the Participant pursuant to the vesting settlement of Restricted Stock Units the DRUs or the subsequent sale of Sharesany Common Units acquired upon settlement.
Appears in 1 contract
Samples: Global Deferred Restricted Common Unit Agreement (Carlyle Group L.P.)
