Nature of Grant. In accepting the grant, the Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; (d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause; (e) the Optionee is voluntarily participating in the Plan; (f) the Option is 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 the Optionee’s employment contract, if any; (g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company; (i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty; (j) if the underlying Common Shares do not increase in value, the Option will have no value; (k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price; (l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 4 contracts
Samples: Stock Option Agreement (Herbalife Ltd.), Stock Option Agreement (Herbalife Ltd.), Stock Option Agreement (Herbalife Ltd.)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option Option or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(e) the Option and any shares of Common Stock acquired under the Plan, and the income and value of the same, are not intended to replace any pension rights or compensation;
(f) the Option is an extraordinary item that does not constitute compensation and any shares of any kind for services of any kind rendered to Common Stock acquired under the Company or the EmployerPlan, and which is outside the scope income and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the shares of Common Stock underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jh) if the underlying shares of Common Shares Stock do not increase in value, the Option will have no value;
(ki) if the Optionee Participant exercises his or her the Option and obtains acquires shares of Common SharesStock, the value of those such shares of Common Shares acquired upon exercise Stock may increase or decrease in value, even below the purchase priceExercise Price;
(lj) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from the termination of the OptioneeParticipant’s employment by the Company Employment or the Employer other service relationship (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 agreement, if any), and in consideration of the grant of the Option, the Participant agrees not to institute any such claim against the Company, the Employer, or any of the other Subsidiaries or Affiliates of the Company;
(k) for purposes of the Option, the Participant’s Employment or service relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company, the Employer, or any of the Subsidiaries or Affiliates of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) employment laws in the event of termination jurisdiction where the Participant is employed or the terms of the OptioneeParticipant’s employment (whether or not in breach of local labor lawsagreement, if any), and unless otherwise expressly provided in this Agreement or determined by the OptioneeCompany, (i) the Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective 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 (ii) the period (if any) during which the Participant may exercise the Option after such termination of the Participant’s Employment or service relationship will commence on the date that the Optionee is no longer Participant ceases to actively employed provide services 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, laws in the event jurisdiction where the Participant is employed or terms of termination of the Participant’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentagreement, if any, will be measured by the date of termination of the Optionee’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 Optionee Participant is no longer actively employed providing services for purposes of his or her Option grantgrant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(m) unless otherwise agreed with the Company, the Option and any shares of Common Stock acquired under the Plan and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or Affiliate;
(n) the following provisions apply only if the Participant is providing services outside the United States:
(1) the Option and the shares of Common Stock subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and
(2) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon exercise.
Appears in 3 contracts
Samples: Stock Option Grant Agreement (Sabre Corp), Stock Option Grant Agreement (Sabre Corp), Stock Option Grant Agreement (Sabre Corp)
Nature of Grant. In accepting the grantOptions, the Optionee acknowledges optionee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and KO can amend, modify, suspend, cancel or terminate it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted under the Plan;
(b) the grant of Options under the Option Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsany Options, or benefits in lieu of optionsany Options, even if options Options have been granted repeatedly in the past;
(c) all decisions determinations with respect to any future awards, including, but not limited to, the times when Options shall be granted, the option grantsprice, if anyand the time or times when each right shall be exercisable, will be at the sole discretion of the CompanyCommittee;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Causeis voluntary;
(e) the Optionee is voluntarily participating in Option and any shares of KO Stock acquired under the PlanPlan are not intended to replace any pension rights or compensation;
(f) the future value of the shares of KO Stock underlying the Option is an extraordinary item that does unknown, indeterminable and cannot constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Optionee’s employment contract, if anybe predicted with certainty;
(g) if the underlying shares of KO Stock do not increase in value, the Option is will have no value;
(h) if the optionee exercises the Option and acquires shares of Stock, the value of such shares of KO Stock may increase or decrease in value, even below the option price;
(i) the Options and any shares of KO Stock acquired under the Plan and any income derived therefrom are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, terminationredundancy, redundancydismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certaintypayments;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant for purposes of the Option, no claim the optionee’s employment or entitlement to compensation or damages shall arise from termination service relationship will be considered terminated as of the Option or diminution in value of date the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by optionee is no longer actively providing services to the Company or an Affiliate (regardless of the Employer (reason for any reason whatsoever such termination and whether or not later found to be invalid or in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) employment laws in the event of termination jurisdiction where the optionee is employed or the terms of the Optioneeoptionee’s employment (whether or not in breach of local labor lawsagreement, if any), and unless otherwise expressly provided in this Agreement or determined by the OptioneeCompany, (i) the optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., the optionee’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 optionee is employed or the terms of the optionee’s employment agreement, if any); and (ii) the period (if any) during which the optionee may exercise the Option after such termination of the optionee’s employment or service relationship will commence on the date that the Optionee is no longer optionee ceases to actively employed provide services 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, laws in the event jurisdiction where the optionee is employed or terms of termination of the optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentagreement, if any, will be measured by the date of termination of the Optionee’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 Optionee optionee is no longer actively employed providing services for purposes of his the optionee’s Option grant (including whether the optionee may still be considered to be providing services while on a leave of absence);
(k) no claim or her entitlement to compensation or damages shall arise from forfeiture of the Option grantresulting from the termination of the optionee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the optionee is employed or the terms of the optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the optionee is otherwise not entitled, the optionee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliate; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the optionee 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;
(l) the Option grant and the optionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate, and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the optionee’s employment or service relationship (if any); and
(m) if the optionee is providing services outside the United States, the optionee acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to me pursuant to the exercise of the Option or the subsequent sale of any shares of KO Stock acquired upon exercise.
Appears in 3 contracts
Samples: Stock Option Agreement (Coca Cola Co), Stock Option Agreement (Coca Cola Co), Stock Option Agreement (Coca Cola Co)
Nature of Grant. In accepting the grantthis Award, the Optionee Participant acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsgrants of Awards, if any, will be at the sole discretion of the Company;
(d) the OptioneeParticipant’s participation in the Plan will is voluntary;
(e) the Participant’s participation in the Plan shall not create a right to further employment with the Employer Company or any Subsidiary and shall not interfere with the ability of the Employer Company or any Subsidiary to terminate the OptioneeParticipant’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plantime;
(f) the Option this Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, any Subsidiary and which is outside the scope of the OptioneeParticipant’s employment or service contract, if any;
(g) the Option future value of the Shares underlying this Award is unknown and cannot be predicted with certainty;
(h) no claim or entitlement to compensation or damages shall arise from the forfeiture of unvested RSUs under the Award resulting from the Participant’s termination of service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of this Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company and/or any Subsidiary, waives the Participant’s ability, if any, to bring any such claim, and releases the Company and/or any 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, 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 claims; and
(i) for a Participant residing outside of the United States:
(A) this Award and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;
(B) this Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, 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, to past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimSubsidiary; and
(mC) in the event of the Participant’s termination of the Optionee’s employment service (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment service; and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed providing service for purposes of his or her Option grantthis Award.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (MSC Industrial Direct Co Inc), Restricted Stock Unit Agreement (MSC Industrial Direct Co Inc), Restricted Stock Unit Agreement (MSC Industrial Direct Co Inc)
Nature of Grant. In accepting the grantgrant of Performance Shares, the Optionee Employee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsPerformance Shares, or benefits in lieu of optionsPerformance Shares, even if options Performance Shares have been granted repeatedly in the past;
(cb) all decisions with respect to future option Performance Share grants, if any, will be at the sole discretion of the Company;
(dc) the OptioneeEmployee’s participation in the Plan will shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s his or her employment relationship at any time with or without Causetime;
(ed) the Optionee Employee is voluntarily participating in the Plan;
(fe) the Option is Performance Shares are an extraordinary item that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is are outside the scope of the OptioneeEmployee’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;
(g) the Option is Performance Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) the Performance Shares grant and the Employee’s participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the CompanyAffiliate;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty; further, neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Performance Shares;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the OptionPerformance Shares, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Performance Shares purchased through exercise of the Option resulting from termination Employee’s Termination of the Optionee’s employment by the Company or Service with the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(mk) in the event of termination of Performance Shares and the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option benefits under the Plan, if any, will terminate effective as of the date that the Optionee 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 automatically transfer to local law); furthermore, another company in the event case of termination a merger, take-over or transfer of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantliability.
Appears in 3 contracts
Samples: Performance Share Agreement (Gap Inc), Performance Share Agreement (Gap Inc), Performance Share Agreement (Gap Inc)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges 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 amended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsgrants of Options, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(e) the Optionee’s participation in the Plan shall not create a right to further employment or to otherwise remain associated with the Company or any of its affiliates and shall not interfere with the ability of the Company or any of its affiliates to terminate the Optionee’s employment or service relationship (if any) at any time, subject to applicable law;
(f) the Option is an extraordinary item that does not constitute compensation and any shares of any kind for services of any kind rendered Common Stock subject to the Company or the Employer, and which is outside the scope of the Optionee’s employment contract, if anyOption are not intended to replace any pension rights;
(g) in the event that the Optionee is not an employee of the Company or any Subsidiary or affiliate, the Option is and the Optionee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary or affiliate;
(h) the Option and any shares of Common Stock subject to the Option are not part of normal or expected compensation or salary for any purposespurpose, including, including but not limited to, to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companyif any);
(i) the future value of the underlying shares of Common Shares Stock subject to the Option is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, i. no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination of the Optionee’s employment by Optionee ceasing to provide services to the Company or the Employer any of its affiliates (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any) and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company or any of its affiliates, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer each of its affiliates from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim; andclaim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(mj) in the event of a termination of employment (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment (whether agreement, if any), unless otherwise provided by this Agreement or not in breach of local labor laws)determined by the Company, the Optionee’s right to receive the Option and vest in the Option and exercise Options under the Plan, if any, will terminate effective as of the date that the Optionee is no longer actively employed providing services and will not be extended by any notice period mandated under local law (e.g., active employment service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, mandated under employment laws in the event of termination of employment (whether jurisdiction where the Optionee is employed or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination terms of the Optionee’s active employment and will not be extended by any notice period mandated under local lawagreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed providing services for purposes of his the Option;
(k) unless otherwise provided in the Plan or her by the Company in its discretion, the Option grantand the benefits evidenced by this Agreement do not create any entitlement to have the Plan or any such benefits granted thereunder, transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock; and
(l) neither the Company nor any of its affiliates will be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States dollar that may affect the value of the Options, the Common Stock, or any amounts due to the Optionee pursuant to the vesting or exercise of the Option or the subsequent sale of any shares of Common Stock acquired under the Plan, or the calculation of income or Tax-Related Items under the Option; and
(m) any cross-border cash remittance made to transfer proceeds received upon the sale of Common Stock or otherwise in relation to the Option must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Optionee to provide to such entity certain information regarding the transaction.
Appears in 3 contracts
Samples: Nonqualified Stock Option Agreement (Dine Brands Global, Inc.), Nonqualified Stock Option Agreement (Dine Brands Global, Inc.), Nonqualified Stock Option Agreement (Dine Brands Global, Inc.)
Nature of Grant. In accepting the grant, the Optionee acknowledges I 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, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsperformance shares, or benefits in lieu of optionsperformance shares, even if options performance shares have been granted repeatedly in the past;
(c) past and all decisions with respect to future option performance share grants, if any, will be at the sole discretion of the Company;
(dc) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is I am voluntarily participating in the Plan;
(fd) the Option is Performance Shares and the Ordinary Shares subject to the Performance Shares are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employermy employer, and which is outside the scope of the Optionee’s my employment contract, if any;
(ge) the Option is Performance Shares and the Ordinary Shares subject to the Performance Shares are not intended to replace any pension rights or compensation;
(f) the Performance Shares and the Ordinary Shares subject to the Performance Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company Company, my employer, or the Employerany subsidiary or affiliate;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the underlying Common Ordinary Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(lh) in consideration of the grant of the OptionPerformance Shares, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Performance Shares purchased through exercise of the Option resulting from termination of the Optionee’s my employment by with the Company or the Employer my employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee I irrevocably releases release the Company and the Employer my employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will I shall be deemed irrevocably to have waived his or her any entitlement to pursue such claim; and
(mi) in the event of termination of the Optionee’s my employment (whether or not in breach of local labor laws), the Optionee’s my right to receive the Option and vest in the Option Performance Shares under the Plan, if any, will terminate effective as of the date that the Optionee is I am no longer actively employed providing services and will not be extended by any notice period mandated under local law (e.g., active employment service would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Management Compensation Committee shall have the exclusive discretion to determine when the Optionee is I am no longer actively employed providing services for purposes of his or her Option grantthe Performance Shares.
Appears in 3 contracts
Samples: Performance Share Award Agreement (Eaton Corp PLC), Performance Share Award Agreement (Eaton Corp PLC), Performance Share Award Agreement (Eaton Corp PLC)
Nature of Grant. In accepting the grantPerformance Stock Options, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option Performance Stock Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsPerformance Stock Options, or benefits in lieu of options, Performance Stock Options even if options Performance Stock Options have been granted repeatedly in the past;
(c) nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the employment or service of the Employer, the Company or any Subsidiary or be interpreted as forming or amending an employment or services contract with the Employer, the Company or any Subsidiary and shall not interfere with or restrict any way the ability of the Employer, the Company or any Subsidiary, as applicable, to terminate Participant’s employment or service relationship, if any;
(d) all decisions with respect to future option grants of Performance Stock Options or other grants, if any, will be at the sole discretion of the Company;
(de) the OptioneeParticipant’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Planvoluntary;
(f) the Option is 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 the Optionee’s employment contract, if any;
(g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certaintyunpredictable;
(jg) if the underlying Common Shares do not increase in value, the Option Performance Stock Options will have no value;
(kh) if Participant exercises the Optionee exercises his or her Option Performance Stock Options and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase exercise price;
(li) unless otherwise agreed with the Company, the Performance Stock Options and the Shares subject to the Performance Stock Options, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of any entity of the Company;
(j) in consideration the event of the grant termination of Participant’s Continuous Service (as defined above) (for any reason whatsoever, whether or not later to be found 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 determined by the Company, Participant’s right to vest in the Performance Stock Options under the Plan, if any, will terminate as of the Optiondate Participant is no longer actively rendering services 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); similarly, any right to exercise Performance Stock Options after termination of Participant's Continuous Service will be measured from the date Participant is no longer actively rendering services and will not be extended by any notice period; the Committee shall have the exclusive discretion to determine when Participant is no longer providing Continuous Service for purposes of this Agreement, including whether Participant may still be considered to be providing active service while on a leave of absence; and
(k) if Participant is providing services outside the United States, the following additional provisions shall apply:
(1) Performance Stock Options and the Shares subject to Performance Stock Options, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related pay, pension or retirement or welfare benefits or similar mandatory payments;
(2) Performance Stock Options and the Shares subject to Performance Stock Options, and the income and value of same, are not intended to replace any pension rights or compensation;
(3) Performance Stock Options are an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to the Company or to the Employer, and Performance Stock Options are outside of the scope of Participant’s employment agreement, if any;
(4) no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Performance Stock Options resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer Continuous Service (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and employment laws in the Optionee irrevocably releases jurisdiction where Participant is employed or the Company and the Employer from any such claim that may arise; ifterms of Participant’s employment agreement, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimif any; and
(m5) in neither the event of termination of the Optionee’s employment (whether or not in breach of local labor laws)Company, the OptioneeEmployer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s right local currency and the United States Dollar that may affect the value of Performance Stock Options or of any amounts due to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 Participant pursuant to local law); furthermore, in the event exercise of termination Performance Stock Options or the subsequent sale of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 3 contracts
Samples: Performance Stock Option Agreement (Nu Skin Enterprises, Inc.), Performance Stock Option Agreement (Nu Skin Enterprises, Inc.), Performance Stock Option Agreement (Nu Skin Enterprises Inc)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option Option or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(e) the Option and any shares of Common Stock acquired under the Plan, and the income and value of the same, are not intended to replace any pension rights or compensation;
(f) the Option is an extraordinary item that does not constitute compensation and any shares of any kind for services of any kind rendered to Common Stock acquired under the Company or the EmployerPlan, and which is outside the scope income and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the shares of Common Stock underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jh) if the underlying shares of Common Shares Stock do not increase in value, the Option will have no value;
(ki) if the Optionee Participant exercises his or her the Option and obtains acquires shares of Common SharesStock, the value of those such shares of Common Shares acquired upon exercise Stock may increase or decrease in value, even below the purchase priceExercise Price;
(lj) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from the termination of the OptioneeParticipant’s employment by the Company Employment or the Employer other service relationship (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 agreement, if any), and in consideration of the grant of the Option, the Participant agrees not to institute any such claim against the Company, the Employer, or any of the other Subsidiaries or Affiliates of the Company;
(k) for purposes of the Option, the Participant’s Employment or service relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company, the Employer, or any of the Subsidiaries or Affiliates of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) employment laws in the event of termination jurisdiction where the Participant is employed or the terms of the OptioneeParticipant’s employment (whether or not in breach of local labor lawsagreement, if any), and unless otherwise expressly provided in this Agreement or determined by the OptioneeCompany, (i) the Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective 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 (ii) the period (if any) during which the Participant may exercise the Option after such termination of the Participant’s Employment or service relationship will commence on the date that the Optionee is no longer Participant ceases to actively employed provide services 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, laws in the event jurisdiction where the Participant is employed or terms of termination of the Participant’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentagreement, if any, will be measured by the date of termination of the Optionee’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 Optionee Participant is no longer actively employed providing services for purposes of his or her Option grantgrant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(m) unless otherwise agreed with the Company, the Option and any shares of Common Stock acquired under the Plan and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or Affiliate; and
(n) the following provisions apply only if the Participant is providing services outside the United States:
(1) the Option and the shares of Common Stock subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and
(2) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon exercise.
Appears in 3 contracts
Samples: Stock Option Grant Agreement (Sabre Corp), Global Form of Stock Option Grant Agreement (Sabre Corp), Executive Officer Stock Option Grant Agreement (Sabre Corp)
Nature of Grant. In accepting the grant, the Optionee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions agreed with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(f) the Option is 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 the Optionee’s employment contract, if any;
(g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will Award is not be interpreted to form an employment contract granted as consideration for, or relationship with in connection with, any service the CompanyParticipant may provide as a director of a Subsidiary; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Award resulting from termination the Participant's Termination of the Optionee’s employment by the Company or the Employer Employment (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 or the terms of the Participant’s employment agreement, if any); j) unless otherwise provided in the Plan or by the Company in its discretion, the Award and any benefit that may be received pursuant to this Agreement do not create any entitlement to have the Award or any such benefit transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock underlying the Award; and k) neither the Company nor any Subsidiary (including the Employer) shall be liable for any foreign exchange rate fluctuation between the Participant’s local labor laws) currency and the Optionee irrevocably releases United States Dollar that may affect the value of the Award or of any amounts due to the Participant pursuant to the Award or the subsequent sale of any shares of Common Stock acquired pursuant to the Award. No Advice Regarding Grant. 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 the underlying shares of Common Stock. The Participant should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Employer from Plan before taking any such claim action related to the Plan. Language. The Participant acknowledges and represents that may arise; ifhe or she is proficient in the English language or has consulted with an advisor who is sufficiently proficient in English so as to allow the Participant to understand the terms and conditions of this Agreement or any other document related to the Award and/or the Plan. Furthermore, notwithstanding if the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing Participant has received this Agreement, or any other document related to the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in Award and/or the event of termination Plan translated into a language other than English and if the meaning of the Optionee’s employment (whether or not in breach of local labor laws)translated version is different than the English version, the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, English version will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.control. Imposition of
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (Avaya Holdings Corp.), Nonqualified Stock Option Award Agreement (Avaya Holdings Corp.), Performance Restricted Stock Unit Award Agreement (Avaya Holdings Corp.)
Nature of Grant. In accepting the grantgrant of the Option, the Optionee acknowledges Grantee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature Company and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Options or other grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeOption grant and the Grantee’s participation in the Plan will shall not create a right to further Employment or be interpreted as forming an employment or services 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 OptioneeGrantee’s employment relationship at any time with or without CauseEmployment;
(e) the Optionee Grantee is voluntarily participating in the Plan;
(f) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered and the Shares subject to the Company Option are not intended to replace any pension rights or the Employer, and which is outside the scope of the Optionee’s employment contract, if anycompensation;
(g) the Option is and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of unless otherwise agreed with the Company, the Option grant will and the Shares subject to the Option, and the income and value of same, are not be interpreted to form granted as consideration for, or in connection with, services the Grantee may provide as a director of an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary Affiliate of the Company;
(i) the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee Grantee exercises his or her the Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Option or diminution in Grantee’s Employment; and
m) the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Option or Common Shares purchased through of any amounts due to the Grantee pursuant to the exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for subsequent sale of any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Time Inc.), Non Qualified Stock Option Agreement (Time Inc.), Non Qualified Stock Option Agreement (Time Inc.)
Nature of Grant. In accepting the this grant, the Optionee acknowledges you acknowledge, understand and 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, unless expressly provided otherwise provided in the Plan and this or the Agreement;
(b) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsRSUs, or benefits in lieu of optionsRSUs, even if options RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsgrants of RSUs, if any, will be at the sole discretion of the Company;
(d) your participation in the Optionee’s Plan is voluntary;
(e) your participation in the Plan will not create a right to further employment with the Company or the Employer and shall will not interfere with the ability of the Company, the Employer or any subsidiary or affiliate to terminate the Optionee’s your employment or service relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plantime;
(f) if you are employed by a non-U.S. entity and provide services outside the Option is U.S., the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the your Employer, and which is they are outside the scope of the Optionee’s your employment or service contract, if any, with your Employer;
(g) the Option grant of the RSUs is not intended to replace any pension rights or compensation;
(h) the grant of the RSUs is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(hi) the grant of the RSUs and your participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
(ij) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option RSUs resulting from termination of the Optionee’s your employment or service relationship by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and, in consideration of the grant of the RSUs, to which you otherwise are not entitled, you irrevocably agree (i) never to institute any such claim against the Company, the Employer, or any subsidiary or affiliate of the Company, (ii) to waive your ability, if any, to bring any such claim, and the Optionee irrevocably releases (iii) to release the Company and the Employer and any subsidiary or affiliate from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will you shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim; andclaim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(ml) in the event of termination grant of the Optionee’s employment (whether or not in breach of local labor laws), RSUs and the Optionee’s right to receive the Option and vest in the Option benefits under the Plan, if any, will terminate effective as not automatically transfer to another company in the case of a merger, takeover, or transfer of liability;
(m) neither the Company, the Employer nor any subsidiary or affiliate of the date Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the Optionee is no longer actively employed and will not be extended by value of the RSUs or of any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period payments due to you pursuant to local law)the subsequent sale of any Shares acquired upon the vesting of the RSUs; furthermoreand
(n) this award and any other award(s) granted under the Plan on the Grant Date are intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or another Employer under the Plan to grant you the RSUs or other rights to common stock of the Company. By signing this Agreement, you accept such awards, along with all prior awards received by you, in the event full satisfaction of termination of employment (whether any such agreement, obligation or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantpromise.
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (Wolfspeed, Inc.), Restricted Stock Unit Award Agreement (Wolfspeed, Inc.), Restricted Stock Unit Award Agreement (Cree Inc)
Nature of Grant. In accepting the grantgrant of the Option, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsor other grants of Awards, if any, will be at the sole discretion of the CompanyCorporation;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(e) the Option and the Shares subject to the Option are not intended to replace any pension rights or compensation;
(f) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered and the Shares subject to the Company or the EmployerOption, and which is outside the scope income and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant for purposes of the Option, no claim unless otherwise expressly provided in this Option Agreement or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment determined by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this AgreementCorporation, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee is no longer actively employed Termination Date and will not be extended by any notice period mandated under local law (e.g., active employment the Participant’s period of service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, mandated under employment laws in the event jurisdiction where the Participant is employed or providing services or the terms of termination of the Participant’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentservice agreement, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law); the Committee Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively employed Termination Date for purposes of the Option grant (including whether the 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 Corporation in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the 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 Corporation’s Shares; and
(j) the following provisions apply if the Participant is providing services outside the United States:
(i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; and
(ii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the Participant’s termination of active 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 providing services or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Corporation or any Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Corporation and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(iii) the Participant acknowledges and agrees that neither the Corporation nor any 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 Option grantor of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 2 contracts
Samples: Stock Option Agreement (Cti Biopharma Corp), Stock Option Agreement (Cti Biopharma Corp)
Nature of Grant. In By accepting the grantOption, the Optionee acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amendedterminated, suspended or terminated amended by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Options or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Options or other grants, if any, will be at the sole discretion of the Company;
(d) the grant of the Option and the Optionee’s participation in the Plan will shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Optionee’s employment relationship at any time with or without Cause(if any);
(e) the Optionee is voluntarily participating in the Plan;
(f) the Option is an and any Shares acquired under the Plan, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Option and any Shares acquired under the Plan, and the income from and value of the same, are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is are outside the scope of the Optionee’s employment contractand the Optionee’s employment or service agreement, if any;
(gh) the Option is and any Shares acquired under the Plan, and the income from and value of the same, are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companymandatory payments;
(i) the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certaintycertainty and the value of such Shares may increase or decrease in the future;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her the Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination of the Optionee’s employment by (regardless of the Company or reason for the Employer (for any reason whatsoever termination and whether or not the termination is later found to be invalid or in breach of local labor laws) and employment laws in the jurisdiction where the Optionee irrevocably releases is employed or the Company and terms of the Employer from any such claim that may arise; ifOptionee’s employment or service agreement, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimif any); and
(m) in neither the event of termination of Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether local currency and the United States Dollar that may affect the value of the Shares or not in breach any amounts due pursuant to the issuance of local labor laws)the Shares, or the Optionee’s right to receive the Option and vest in the Option subsequent sale of any Shares acquired under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 2 contracts
Samples: Stock Option Agreement (Booz Allen Hamilton Holding Corp), Stock Option Agreement (Booz Allen Hamilton Holding Corp)
Nature of Grant. In accepting the grant, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the CompanyGrantor, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Grantor at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the CompanyGrantor;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fe) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the EmployerGrantor and Subsidiary, and which is outside the scope of the OptioneeParticipant’s employment or service contract, if any;
(gf) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension pension, retirement or retirement welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way toway, to past services for the Company Grantor, or the Employerany Subsidiary;
(hg) in the event that the Optionee Participant is not an employee Employee of the CompanyGrantor, the Option grant and Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the CompanyGrantor; and and, furthermore, the Option grant and Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Employer or any Subsidiary of the CompanyGrantor;
(ih) the future value of the underlying shares of Common Shares Stock is unknown and cannot be predicted with certainty;
(j) ; if the underlying Common Shares shares do not increase in value, the Option will have no value;; and
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(li) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or from any diminution in value of the Option or shares of Common Shares purchased through Stock acquired upon exercise of the Option resulting from termination of the OptioneeParticipant’s employment by the Company Grantor or the Employer any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee Participant irrevocably releases the Company Grantor and the Employer any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 2 contracts
Samples: Stock Option Grant Agreement, Stock Option Grant Agreement (WABCO Holdings Inc.)
Nature of Grant. In accepting the grant, the Optionee Option Holder acknowledges that:
: (a) the Sub Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Sub Plan and this Agreement;
; (b) the grant of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
; (c) all decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company;
; (d) the OptioneeOption Holder’s participation in the Sub Plan will shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the OptioneeOption Holder’s employment relationship at any time with or without Cause;
cause; (e) the Optionee Option Holder is voluntarily participating in the Sub Plan;
; (f) the Option is 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 the OptioneeOption Holder’s employment contract, if any;
; (g) the Option is Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
payments; (h) in the event that the Optionee Option Holder is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
; (i) the future value of the underlying Common Shares shares is unknown and cannot be predicted with certainty;
; (j) if the underlying Common Shares shares do not increase in value, the Option will have no value;
; (k) if Option Holder exercises the Optionee exercises his or her Option and obtains Common Sharesshares, the value of those Common Shares shares acquired upon exercise may increase or decrease in value, even below the purchase exercise price;
; (l) in consideration of the grant of the OptionOptions, no claim or entitlement to compensation or damages shall arise from termination of the Option Options or diminution in value of the Option Options or Common Shares shares purchased through exercise of the Option options resulting from termination of the OptioneeOption Holder’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of contract or local labor laws) and the Optionee Option Holder 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, then, by signing agreeing to be bound by the terms of this Agreement, the Optionee will Option Holder shall be deemed irrevocably to have waived his or her any entitlement to pursue such claim; and
and (m) notwithstanding any terms or conditions of the Sub Plan to the contrary, in the event of involuntary termination of the OptioneeOption Holder’s employment (whether or not in breach of contract or local labor laws), the OptioneeOption Holder’s right to receive the Option Options and vest in the Option Options under the Sub Plan, if any, will terminate effective as of the date that the Optionee Option Holder 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 OptioneeOption Holder’s right to exercise the Option options after termination of employment, if any, will be measured by the date of termination of the OptioneeOption Holder’s active employment and will not be extended by any notice period mandated under local law; the Committee Board/Plan Administrator shall have the exclusive discretion to determine when the Optionee Option Holder is no longer actively employed for purposes of his or her the Option grant.
Appears in 2 contracts
Samples: Stock Option Agreement, Stock Option Agreement (Netiq Corp)
Nature of Grant. In accepting the grant, the Optionee Participant acknowledges that:
(a) 14.1 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, unless otherwise provided in the Plan and this Agreement;
(b) 14.2 the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) 14.3 all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee 14.4 Participant is voluntarily participating in the Plan;
(f) 14.5 the Option is 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 the OptioneeParticipant’s employment contract, if any;
(g) 14.6 the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) 14.7 in the event that the Optionee Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
(i) 14.8 the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) 14.9 if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) 14.10 in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) 14.11 notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the OptioneeParticipant’s employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option options and vest in the Option options under the Plan, if any, will terminate effective as of the date that the Optionee 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); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to exercise the Option Options after termination of employment, if any, will be measured by the date of termination of the OptioneeParticipant’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 Optionee Participant is no longer actively employed for purposes of his or her Option grant.
Appears in 2 contracts
Samples: Stock Option Agreement, Option Agreement (Vyyo Inc)
Nature of Grant. In accepting the grant, the Optionee acknowledges 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, unless otherwise as provided in the Plan and this AgreementPlan;
(b) b. the grant of the Option Award is voluntary and occasional and does not create any contractual or other right to receive future grants awards of optionsOptions, or benefits in lieu of optionsthereof, even if options Options have been granted repeatedly in the past;
(c) c. all decisions with respect to future option grantsawards of Options or other awards, if any, will be at the sole discretion of the CompanyCommittee;
(d) d. the OptioneeGrantee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Causeis voluntary;
(e) e. the Optionee is voluntarily participating in Award and any Shares subject to the PlanAward are not intended to replace any pension rights or compensation;
(f) f. the Option is an extraordinary item that does not constitute compensation of Award and any kind for services of any kind rendered Shares subject to the Company or the EmployerAward, and which is outside the scope income and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposespurpose, including, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, leave pay, pension or welfare or retirement benefits or similar payments mandatory payments;
g. unless otherwise agreed with the Company, the Award and in no event should be considered any Shares subject to the Award, and the income and value of same, are not granted as compensation consideration for, or relating in connection with, the service the Grantee may provide as a director of an Affiliate;
h. neither the Award nor any way toprovision of this Award Agreement, past services for the Company Plan or the Employer;
(h) 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 Optionee Grantee is not an employee of the Company, any Affiliate of the Option grant will Company, the Award shall not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the CompanyAffiliate;
(i) i. the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) j. if the underlying Common Shares do not increase in value, the Option will have no value;
(k) k. if the Optionee Grantee exercises his or her the Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceOption Price;
(l) in consideration of the grant of the Option, i. no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Award resulting from termination of the Optionee’s Grantee ceasing to provide employment by or other services to the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) laws in the jurisdiction where the Grantee is employed or the terms of Grantee’s employment agreement, if any);
m. 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 and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the OptioneeGrantee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Planright, if any, will terminate effective as to earn and exercise 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 that the Optionee is no longer Grantee ceases to actively employed provide Services and will not be extended by any notice period mandated under local law (e.g., active employment service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, mandated under employment laws in the event jurisdiction where the Grantee is employed or the terms of termination of the Grantee’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentagreement, if any, will be measured by the date of termination of the Optionee’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 Optionee Grantee is no longer actively employed providing Services for purposes of his the Award (including whether the Grantee may still be considered to be actively providing services while on a leave of absence);
n. unless otherwise provided in the Plan or her by the Committee in its discretion, the Award and the benefits evidenced by this Award Agreement do not create any entitlement to have the 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; and
o. neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Option grantor any amounts due to the Grantee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 2 contracts
Samples: Nonqualified Stock Option Award Agreement (Elanco Animal Health Inc), Nonqualified Stock Option Award Agreement
Nature of Grant. In accepting the grantOption, the Optionee acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsgrants, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsgrants of Options, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in Options and the Plan will Shares subject to the Options are not create a right intended to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at replace any time with pension rights or without Causecompensation;
(e) the Optionee is voluntarily participating in the Plan;
(f) the Option is an extraordinary item that does not constitute compensation and any Shares acquired under the Plan and the income and value of any kind for services of any kind rendered to the Company or the Employersame, and which is outside the scope of the Optionee’s employment contract, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the Option will have no value;
(ki) if the Optionee exercises his or her the Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(lj) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Options resulting from termination of the Optionee’s employment by the Company or the Employer other service relationship (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or Affiliates or the Service Recipients, waives his or her ability, if any, to bring any such claim, and releases the Company Company, its Subsidiaries, Affiliates and the Employer Service Recipients from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and;
(mk) for purposes of the Option, the Optionee’s employment or service relationship will be considered terminated as of the date the Optionee 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 event of termination jurisdiction where the Optionee is employed or the terms of the Optionee’s employment (whether or not in breach of local labor lawsagreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (i) the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., the date that Optionee’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 Optionee is no longer actively employed or the terms of the Optionee’s employment agreement, if any); and (ii) the period (if any) during which the Optionee may exercise the Option after such termination of the Optionee’s employment or service relationship will commence as of such date 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, laws in the event of termination of employment (whether jurisdiction where the Optionee is employed or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination terms of the Optionee’s active employment and will not be extended by any notice period mandated under local lawagreement, if any; the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed providing services for purposes of his this Option grant (including whether the Optionee may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or her by the Company in its discretion, the Option grantand the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(m) neither the Company, the Service Recipients nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 2 contracts
Samples: Stock Option Agreement, Stock Option Agreement (Gardner Denver Holdings, Inc.)
Nature of Grant. In accepting the grantOption, the Optionee Grantee acknowledges that:
: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
; (bii) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options, even if stock options have been granted repeatedly in the past;
; (ciii) all decisions with respect to future stock option grants, if any, will be at the sole discretion of the Company;
Company and the Committee; (div) the OptioneeGrantee’s participation in the Plan will shall not create a right to further 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 OptioneeGrantee’s employment relationship at any time with or without Cause;
cause; (ev) the Optionee Grantee is voluntarily participating in the Plan;
; (f) the Option is 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 the Optionee’s employment contract, if any;
(gvi) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
payments; (hvii) in the event that the Optionee Grantee is not an employee of the Company, an Affiliate, or a Subsidiary, the Option grant will not be interpreted to form an employment contract or relationship with the CompanyCompany or with any Affiliate or Subsidiary; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(iviii) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
; (jix) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise vesting may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, and no claim or entitlement to compensation or damages shall arise from termination of the Option or from any diminution in value of the Option or Common Shares purchased through exercise received upon vesting of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) Option, and the Optionee Grantee irrevocably releases the Company and the Employer all Affiliates and Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
and (mx) in the event of an involuntary termination of the OptioneeGrantee’s employment (whether or not in breach of local labor laws), the OptioneeGrantee’s right to receive the Option and vest in the Option under the Plan, if any, will will, except as otherwise provided in an Employment Agreement, terminate effective as of the date that the Optionee 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 OptioneeGrantee’s right to exercise receive Shares pursuant to the Option after termination of employment, if any, will be measured by the date of termination of the OptioneeGrantee’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 Optionee Grantee is no longer actively employed for purposes of his or her the Option grantaward.
Appears in 2 contracts
Samples: Nonqualified Stock Option Grant Agreement (Novell Inc), Nonqualified Stock Option Grant Agreement (Novell Inc)
Nature of Grant. In accepting the grantAward, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fe) the Option is an Options and the underlying Shares subject to the Options are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employerany Subsidiary or Affiliate, and which is outside the scope of the Optionee’s Participant's employment contract, if any;
(f) the Options and the underlying Shares subject to the Options are not intended to replace any pension rights, if any, or compensation;
(g) the Option is Options and the underlying Shares subject to the Options, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerany Subsidiary or Affiliate;
(h) the grant of the Options and Participant's participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the Companyor Affiliate;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Participant obtains Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Sharesupon exercise of Participant's Options, the value of those Common Shares shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(lk) in consideration of the grant of the OptionOptions, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Options resulting from termination of the Optionee’s Participant's employment by with the Company or the Employer any Subsidiary or Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee Participant irrevocably releases release the Company and the Employer Subsidiaries and 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, then, by signing this Agreement, the Optionee Participant will be deemed irrevocably to have waived his or her Participant's entitlement to pursue such claim; and;
(ml) in the event of termination of the Optionee’s Participant's employment (whether or not in breach of local labor laws), the Optionee’s Participant's right to receive the Option and vest in the Option Options under the Plan, if any, will terminate effective as of the date that the Optionee 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); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Compensation Committee shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed for purposes of his Participant's Award;
(m) the Company is not providing any tax, legal or her Option grantfinancial 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 Options and the benefits evidenced by this Agreement do not create any entitlement to have the Options or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(p) neither the Company, any Subsidiary nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Options or of any amounts due to Participant pursuant to the exercise of the Options or the subsequent sale of any shares acquired upon exercise.
Appears in 2 contracts
Samples: Employee Stock Option Agreement (EnerSys), Employee Stock Option Agreement (EnerSys)
Nature of Grant. In accepting the grant, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeParticipant’s participation in the Plan will shall not create a right to further employment with the Employer employer and shall not interfere with the ability of the Employer to terminate the OptioneeParticipant’s employment relationship at any time with or without Causecause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) the Option option is 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 the OptioneeParticipant’s employment contract, if any;
(g) the Option option is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee Participant is not an employee of the CompanyEmployee, the Option option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option option will have no value;
(k) if the Optionee Participant exercises his or her Option Participant’s option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase exercise price;
(l) in consideration of the grant of the Optionoption, no claim or entitlement to compensation or damages shall arise from termination of the Option option or diminution in value of the Option option or Common Shares purchased through exercise of the Option option resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor lawswhatsoever) and the Optionee Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding not withstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will Participant shall be deemed irrevocably to have waived his or her Participant’s entitlement to pursue such claim; and
(m) in the event of termination of the OptioneeParticipant’s employment (whether or not in breach of local labor laws)employment, the OptioneeParticipant’s right to receive the Option option and vest in the Option option under the Plan, if any, will terminate effective as of the date that the Optionee Participant is no longer actively employed and will not be extended by any notice period mandated under the 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 termination of employment (whether or not in breach of local labor laws)employment, the OptioneeParticipant’s right to exercise the Option option after termination of employment, if any, will be measured by the date of termination of the OptioneeParticipant’s active employment and will not be extended by any notice period mandated under local law; the Committee Company shall have the exclusive discretion to determine when the Optionee is Participant are no longer actively employed for purposes of his or her Option Participant’s option grant.
Appears in 2 contracts
Samples: Nonstatutory Stock Option Agreement (Oclaro, Inc.), Nonstatutory Stock Option Agreement (Oclaro, Inc.)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges 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, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s your participation in the Plan will shall not create a right to further employment with your employer (the Employer “Employer”) and shall not interfere with the ability of the Employer to terminate the Optionee’s your employment or service relationship at any time with or without Causetime;
(e) the Optionee is you are voluntarily participating in the Plan;
(f) the Option is and the shares of Common Stock subject to the Option 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 the Optionee’s your employment or service contract, if any;
(g) the Option is and the shares of Common Stock subject to the Option are not intended to replace any pension rights or compensation;
(h) the Option and the shares of Common Stock subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company Company, the Employer or the Employerany Affiliate;
(hi) in the event that the Optionee is not an employee of the Company, the Option grant and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the CompanyAffiliate;
(ij) the future value of the underlying shares of Common Shares Stock is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination of the Optionee’s employment by the Company or the Employer your Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee you irrevocably releases release 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, then, by signing this Agreement, the Optionee will you shall be deemed irrevocably to have waived his or her your entitlement to pursue such claim; and;
(ml) in the event of termination of the Optionee’s employment your Continuous Service (whether or not in breach of local labor laws), the Optionee’s your right to receive the Option and or vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee is 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); furthermore, in the event of termination of employment your Continuous Service (whether or not in breach of local labor laws), the Optionee’s your right to exercise the Option after termination of employmentyour Continuous Service, if any, will be measured by the date of termination of the Optionee’s your active employment and will not be extended by any notice period mandated under local law; the Committee Board shall have the exclusive discretion to determine when the Optionee is you are no longer actively employed for purposes of his or her your Option grant; and
(m) the Option and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.
Appears in 2 contracts
Samples: Stock Option Agreement (Chordiant Software Inc), Stock Option Agreement (Chordiant Software Inc)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges Participant 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, unless otherwise provided time in the Plan and this Agreementaccordance with its terms;
(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the CompanyAdministrator;
(d) the Optionee’s Option grant and participation in the Plan will shall not create a right to further employment or service or be interpreted as forming or amending an employment or service contract with the Employer Company or any other Subsidiary and shall not interfere with the ability of the Employer Company or any other Subsidiary, as applicable, to terminate the Optionee’s Participant's employment or service relationship (if any) at any time with or without Causecause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) the Option is an extraordinary item that does not constitute compensation of and any kind for services of any kind rendered to Shares acquired under the Company or the EmployerPlan, and which is outside the scope income and value of the Optionee’s employment contractsame, are not intended to replace any pension rights or compensation (if any);
(g) the Option is and any Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits, welfare benefits or other similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer(if any);
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable and cannot be predicted with certainty;
(ji) if the underlying Common Shares do not increase in value, the Option will have no intrinsic value;
(kj) if Participant exercises the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase exercise price;
(lk) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination Participant's Termination of the Optionee’s employment by the Company or the Employer Service (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawsApplicable Laws or the terms of Participant's employment or service agreement, if any);
(l) unless otherwise agreed with the Company, the Option and the Optionee irrevocably releases Shares subject to the Company Option, and the Employer from any such claim that may arise; ifincome and value of same, notwithstanding the foregoingare not granted as consideration for, or in connection with, any such claim is found by services Participant may provide as a court director of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claima Subsidiary; and
(m) unless otherwise provided in the event of termination of Plan or by the Optionee’s employment (whether or not in breach of local labor laws)Administrator, the Optionee’s right to receive the Option and vest in the benefits evidenced by this Agreement do not create any entitlement to have the Option under the Planor any such benefits transferred to, if anyor assumed by, will terminate effective as of the date that the Optionee is no longer actively employed and will not another company, nor to be extended by any notice period mandated under local law (e.g.exchanged, active employment would not include a period of “garden leave” cashed out or similar period pursuant to local law); furthermoresubstituted for, in connection with any corporate transaction affecting the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantCommon Stock.
Appears in 2 contracts
Samples: Stock Option Award Agreement (Farmer Brothers Co), Stock Option Award Agreement (Farmer Brothers Co)
Nature of Grant. In accepting the grantOption, the Optionee Participant acknowledges and agrees that:
(a) the Amended Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional a one-time benefit and does not create any contractual or other right to receive future grants of options, stock options or benefits in lieu of stock options, or other benefits in the future, even if stock options have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsgrants of Options, if any, and their terms and conditions, will be at the sole discretion of made by the Company, in its sole discretion;
(d) nothing contained in this Agreement is intended to create or enlarge any other contractual obligation between the Optionee’s participation Company or any of its Subsidiaries and the Participant;
(e) the Participant is voluntarily participating in the Plan Amended Plan;
(f) the grant of the Option will not create a confer on the Participant any right to further employment continue as an employee or continue in service of the Employer, nor interfere in any way with the Employer and shall not interfere with the ability right of the Employer to terminate the Optionee’s Participant's employment relationship at any time with or without Causetime;
(eg) the Optionee is voluntarily participating in grant of the PlanOption will not be interpreted to form an employment or service contract or relationship with the Company or any of its Subsidiaries;
(fh) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employerany Subsidiary, and which is are outside the scope of the OptioneeParticipant’s employment contract, if any;
(gi) the Option is not intended to replace any pension rights or compensation;
(j) the Option is not part of the Participant’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, severance resignation, termination, redundancy, end of service dismissal, end-of-services payments, holiday pay, bonuses, long-service awards, pension or retirement benefits or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, to past services for the Company or the Employerany of its Subsidiaries or Affiliates;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ik) the future value of the shares of Stock underlying Common Shares the Option is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor lawswhatsoever) and the Optionee Participant irrevocably releases the Company and the Employer its Subsidiaries or Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any if such claim is found by a court of competent jurisdiction to have arisen, then, then by signing or electronically accepting this Agreement, the Optionee will Participant shall be deemed irrevocably to have waived his or her the Participant’s entitlement to pursue such claim;
(m) unless otherwise provided in the Amended Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the 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 of Stock;
(n) unless otherwise agreed with the Company, the Option is not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary; and
(mo) neither the Company nor any of its Subsidiaries or Affiliates shall be liable for any change in the event of termination value of the Optionee’s employment (whether or not in breach of local labor laws)Option, the Optionee’s right to receive amount realized upon exercise of the Option and vest in or the Option under the Plan, if any, will terminate effective as amount realized upon a subsequent sale of any shares of Stock acquired upon exercise of the date that the Optionee is no longer actively employed and will not be extended by Option, resulting from 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination fluctuation of the Optionee’s active employment and will not be extended by any notice period mandated under United States Dollar/local law; the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of his or her Option grantcurrency foreign exchange rate.
Appears in 2 contracts
Samples: Nonqualified Stock Option Grant Agreement (Visteon Corp), Nonqualified Stock Option Grant Agreement (Visteon Corp)
Nature of Grant. In accepting the grant, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past;
(c) all decisions with respect to future option Awards or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(e) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensation;
(f) the Option is an extraordinary item that does not constitute compensation Award and the shares of any kind for services of any kind rendered Common Stock subject to the Company or the EmployerAward, and which is outside the scope income and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the underlying shares of Common Shares Stock is unknown unknown, indeterminable and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer Continuous Service (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the Optionee grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company Company, any Related Entity and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, 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 the Company or a Related Entity;
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(mk) in neither the event of termination Company, the Employer nor any Related Entity shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Optionee’s employment (whether Award or not in breach of local labor laws), any amounts due to Participant pursuant to the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as settlement of the date that Award or the Optionee is no longer actively employed and will not be extended by subsequent sale of any notice period mandated under local law (e.g., active employment would not include a period shares of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantCommon Stock acquired upon settlement.
Appears in 2 contracts
Samples: Performance Share Award Agreement (Gilead Sciences Inc), Performance Share Award Agreement (Gilead Sciences Inc)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of share options, or benefits in lieu of share options, even if share options have been granted repeatedly in the past;
(c) all decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(e) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation under any pension arrangement;
(f) the Option is an extraordinary item that does not constitute compensation of and any kind for services of any kind rendered to Shares acquired under the Company or Plan and the Employer, income and which is outside the scope value of the Optionee’s employment contract, if any;
(g) the Option is same are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the Option will have no value;
(ki) if the Optionee exercises his or her Option the and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(lj) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination the Optionee’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment by agreement, if any), and in consideration of the Company or grant of the Employer (for any reason whatsoever and whether or Option to which the Optionee is otherwise not in breach of local labor laws) and entitled, the Optionee irrevocably agrees never to institute any claim against the Company, any Subsidiary or the Employer, waives the Optionee’s ability, if any, to bring any such claim, and releases the Company Company, its Subsidiaries and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the 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 Change of Control or similar event affecting the Shares of the Company; and
(ml) in The Optionee acknowledges and agrees that neither the event of termination of Company, the Employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether or not in breach local currency and the United States Dollar that may affect the value of local labor laws), the Optionee’s right to receive the Option and vest in or of any amounts due to the Optionee pursuant to the exercise of the Option under or the Plan, if any, will terminate effective as subsequent sale of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 2 contracts
Samples: Time Based Share Option Award Agreement, Time Based Share Option Award Agreement (Willis Group Holdings PLC)
Nature of Grant. In accepting the grantOption, Optionee expressly acknowledges, understands and agrees to the Optionee acknowledges thatfollowing:
(a) the Plan is established maintained 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, unless except as otherwise provided set forth in the Plan and this AgreementPlan;
(b) the grant of the Option is voluntary voluntary, exceptional and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options or other awards have been granted repeatedly in the past;
(c) all decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company;
(d) the Option grant and Optionee’s participation in the Plan will not create a right be interpreted to further form an employment or service contract or relationship with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at Company or any time with or without CauseAffiliate;
(e) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(f) if the underlying Shares do not increase in value, this Option will have no value;
(g) if the Optionee exercises this Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(h) Optionee is voluntarily participating in the Plan;
(fi) this Option and the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employerunderlying Shares, and which is outside the scope income from and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(gj) this Option and the Option is underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purposespurposes of, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no valuepayments;
(k) if unless otherwise agreed with the Company, this Option and the underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee exercises his or her Option and obtains Common Shares, the value may provide as a director of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase priceany Affiliate;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the this Option resulting from termination of the Optionee’s employment by the Company or the Employer service (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and employment laws in the jurisdiction where the Optionee irrevocably releases is employed or the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court terms of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her employment or other service agreement, if any);
(m) unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Agreement do not create any entitlement to pursue have this Option or any such claimbenefits 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
(mn) in If Optionee resides outside the event U.S., the following additional provisions shall apply:
(i) the Option and the underlying Shares, and the income from and value of termination same, are not part of normal or expected compensation or salary for any purpose; and
(ii) neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether local currency and the United States dollar that may affect the value of this Option or not in breach any amounts due to the Optionee pursuant to the settlement of local labor laws)this Option, the Optionee’s right to receive the Option and vest in the Option subsequent sale of any Shares acquired under the Plan, if any, will terminate effective as Plan or the receipt of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantdividends.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Citrix Systems Inc), Stock Option Agreement (Citrix Systems Inc)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges Holder acknowledges, understand and 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, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is Options are voluntary and occasional and does not create any contractual or other right to receive future grants of options, stock acquisition rights, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(cb) all decisions with respect to future option options, stock acquisition rights or other grants, if any, will be at the sole discretion of the Company;
(dc) the Optionee’s participation in the Plan will Option grants shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent, or Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Parent, or Subsidiary, as applicable, to terminate the OptioneeHolder’s employment relationship at or Service (if any);
(d) the Options and any time with shares of Common Stock acquired as a result of the exercise of the Options are not intended to replace any pension rights or without Causecompensation;
(e) the Optionee is voluntarily participating in the Plan;
(f) the Option is an extraordinary item that does not constitute compensation Options and any shares of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope Common Stock acquired as a result of the Optionee’s employment contractexercise of the Options and the income and value of same, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(if) the future value of the shares of Common Stock underlying Common Shares the Options is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jg) if the underlying shares of Common Shares Stock do not increase in value, the Option Options will have no value;
(kh) if the Optionee Holder exercises his or her any Option and obtains acquire shares of Common SharesStock, the value of those such shares of Common Shares acquired upon exercise Stock may increase or decrease in value, even below the purchase exercise price;
(li) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Options resulting from termination of the Optionee’s employment by Holder ceasing to provide Services to the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where the Holder is employed or the terms of the Holder’s employment agreement, if any), and in consideration of the Optionee grant of the Option to which the Holder is otherwise not entitled, the Holder irrevocably releases agrees never to institute any claim against the Company Company, its Parent, any of its Subsidiaries or the Employer, waive the Holder’s ability, if any, to bring any such claim, and release the Company, its Parent, Subsidiaries and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreement, the Optionee will be deemed Holder hereby irrevocably to have waived his or her entitlement agrees not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) unless otherwise provided by the Company in its discretion, the Options and the benefits evidenced by this Agreement do not create any entitlement to have the Options or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock;
(k) the Options and the shares of Common Stock subject to the Options are not part of normal or expected compensation or salary for any purpose; and
(ml) in the event of termination Holder acknowledges and agrees that neither the Company, the Employer nor any Parent, or Subsidiary shall be liable for any foreign exchange rate fluctuation between the Holder’s local currency and the United States Dollar or Japanese yen that may affect the value of the Optionee’s employment (whether Options or not in breach of local labor laws), any amounts due to the Optionee’s right Holder pursuant to receive the Option and vest in the Option under the Plan, if any, will terminate effective as exercise of the date that Options or the Optionee is no longer actively employed and will not be extended by subsequent sale of any notice period mandated under local law (e.g., active employment would not include a period shares of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantCommon Stock acquired upon exercise.
Appears in 2 contracts
Samples: Stock Option Substitution Agreement (Acucela Inc.), Stock Option Substitution Agreement (Acucela Japan KK)
Nature of Grant. In accepting the grantgrant of the Option, the Optionee acknowledges Participant acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Options or other grants, if any, will be at the sole discretion of the Company;
(d) neither the OptioneeOption grant nor the Participant’s participation in the Plan will not shall create a any right to further 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 OptioneeParticipant’s employment relationship at or service contract (if any), to the extent otherwise permitted by law or any time with or without Causeapplicable agreement other than this Agreement;
(e) unless otherwise agreed with the Optionee Company, none of the Option, the shares of Common Stock subject to the Option, and the income and value of same is granted as consideration for, or in connection with, the service the Participant may provide as a director of the Company, the Service Recipient, or any Affiliate or Subsidiary of the Company;
(f) the Participant is voluntarily participating in the Plan;
(fg) none of the Option is an extraordinary item that does not constitute compensation Option, the shares of any kind for services of any kind rendered Common Stock subject to the Company or the EmployerOption, and which the income and value of same is outside the scope intended to replace any pension right or other form of the Optionee’s employment contract, if anycompensation;
(gh) none of the Option Option, the shares of Common Stock subject to the Option, and the income and value of same is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, or end-of-service payments, bonusesany bonus, holiday pay, long-service awardsaward, pension pension, or retirement benefits or similar payments and in no event should be considered as compensation forwelfare benefit, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companysimilar payment;
(i) the future value of the underlying shares of Common Shares Stock is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination any forfeiture of the Option resulting from a Termination (for any reason whatsoever, whether or diminution not later found to be invalid or in breach of any employment-related law in any jurisdiction applicable to the Participant’s employment or the terms of the Participant’s employment agreement, if any);
(k) unless otherwise provided in the Plan or by the Company in its discretion, neither the Option nor any benefit evidenced by this Agreement creates any entitlement either (i) to have the Option 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, if any, and the United States Dollar that may affect the value of the Option or Common Shares purchased through exercise of any amount due to the Participant pursuant to the settlement of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for subsequent sale of any reason whatsoever and whether or not in breach share of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantCommon Stock acquired upon settlement.
Appears in 2 contracts
Samples: Option Agreement (Catalent, Inc.), Option Agreement (Catalent, Inc.)
Nature of Grant. In accepting the this grant, the Optionee acknowledges you acknowledge, understand and agree that:
(a) the 2013 Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless expressly provided otherwise provided in the 2013 Plan and this or the Agreement;
(b) the grant of the Option Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsPerformance Shares, or benefits in lieu of optionsPerformance Shares, even if options Performance Shares have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsgrants of Performance Shares, if any, will be at the sole discretion of the Company;
(d) the Optionee’s your participation in the 2013 Plan is voluntary;
(e) your participation in the 2013 Plan will not create a right to further employment with the Company or the Employer and shall will not interfere with the ability of the Company, the Employer or any subsidiary or affiliate to terminate the Optionee’s your employment or service relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plantime;
(f) if you are employed by a non-U.S. entity and provide services outside the Option is U.S., the Performance Shares are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the your Employer, and which is they are outside the scope of the Optionee’s your employment or service contract, if any, with your Employer;
(g) the Option grant of the Performance Shares is not intended to replace any pension rights or compensation;
(h) the grant of the Performance Shares is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(hi) the grant of the Performance Shares and your participation in the event that the Optionee is not an employee of the Company, the Option grant 2013 Plan will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
(ij) the future value of the underlying Common Performance Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Performance Shares purchased through exercise of the Option resulting from termination of the Optionee’s your employment or service relationship by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and, in consideration of the grant of the Performance Shares, to which you otherwise are not entitled, you irrevocably agree, if applicable, to execute the Release, as defined in the applicable Severance Plan, if any;
(l) the grant of the Performance Shares and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option benefits under the 2013 Plan, if any, will terminate effective as not automatically transfer to another company in the case of a merger, takeover, or transfer of liability;
(m) neither the Company, the Employer nor any subsidiary or affiliate of the date Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the Optionee is no longer actively employed and will not be extended by value of the Performance Shares or of any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period payments due to you pursuant to local law)the subsequent sale of any Shares acquired upon the vesting of the Performance Shares; furthermoreand
(n) this award and any other award(s) granted under the 2013 Plan on the Grant Date are intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or another Employer under the 2013 Plan to grant you the Performance Shares or other rights to common stock of the Company. By signing this Agreement, you accept such awards, along with all prior awards received by you, in the event full satisfaction of termination of employment (whether any such agreement, obligation or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantpromise.
Appears in 2 contracts
Samples: Performance Share Award Agreement (Wolfspeed, Inc.), Performance Share Award Agreement (Cree, Inc.)
Nature of Grant. In By accepting the grantOption, the Optionee acknowledges Participant acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options, even if stock options have been granted repeatedly in the past;
(c) all decisions with respect to future stock option or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fe) the Option is an extraordinary item that does not constitute compensation of and any kind for services of any kind rendered Shares subject to the Company or the EmployerOption, and which is outside the scope income from and value of same, are not intended to replace any pension rights or compensation;
(f) unless otherwise agreed with the Optionee’s employment contractCompany, if anythe Option and the Shares subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary;
(g) the Option is and any Shares subject to the Option, and the income from and value of same, are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited without limitation to, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employermandatory payments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(ji) if the underlying Common Shares subject to the Option do not increase in value, the Option will have no value;
(kj) if Participant exercises the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in valuedecrease, even below the purchase priceExercise Price;
(lk) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from the termination of the OptioneeParticipant’s employment by the Company or the Employer status as a Service Provider (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawslaws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or other service agreement, if any);
(l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the Optionee irrevocably releases benefits evidenced by this Award Agreement do not create any entitlement to have the Company and the Employer from Option or any such claim that may arise; ifbenefits transferred to, notwithstanding or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimShares; and
(m) in neither the event of termination Company, the Service Recipient nor any other Subsidiary 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 Optionee’s employment (whether Option or not in breach of local labor laws), any amounts due to Participant pursuant to the Optionee’s right to receive exercise of the Option and vest in or the Option under the Plan, if any, will terminate effective as subsequent sale of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 2 contracts
Samples: Global Stock Option Award Agreement (Amkor Technology, Inc.), Global Stock Option Award Agreement (Amkor Technology, Inc.)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(cb) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;
(dc) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fd) the Option is an extraordinary item that does and any Shares acquired under the Plan are not constitute compensation of intended to replace any kind for services of any kind rendered to the Company pension rights or the Employer, and which is outside the scope of the Optionee’s employment contract, if anycompensation;
(ge) the Option is and Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(if) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jg) if the underlying Common Shares do not increase in value, the Option will have no value;
(kh) if Participant exercises the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(li) in consideration of the grant for purposes of the Option, no claim or entitlement to compensation or damages shall arise from termination Participant’s engagement as a Service Provider will be considered terminated as of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (reason for any reason whatsoever such termination and whether or not later found to be invalid or in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) employment laws in the event jurisdiction where Participant is a Service Provider or the terms of termination of the OptioneeParticipant’s employment (whether or not in breach of local labor lawsservice agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the OptioneeNotice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective 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 that the Optionee is no longer Participant ceases to actively employed provide services 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, laws in the event jurisdiction where Participant is employed or terms of termination of employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to exercise the Option after termination of employmentengagement agreement, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed providing services for purposes of his or her Option grantgrant (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 in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the 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) the following provisions apply only if Participant is providing services outside the United States:
(i) the Option and the Shares subject to the 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 United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of 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 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 Option 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: Stock Option Agreement (Grid Dynamics Holdings, Inc.), Stock Option Agreement (Sanmina Corp)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option Option or other grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeOption grant and the Participant’s participation in the Plan will shall not create a right to further be interpreted as forming an employment or service contract with the Employer and shall not interfere with the ability Company or any of the Employer to terminate the Optionee’s employment relationship at any time with or without Causeits Affiliates;
(e) unless otherwise agreed with the Optionee Company, the Option and the shares of Common Stock subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with the service the Participant may provide as a director of an Affiliate of the Company;
(f) the Participant is voluntarily participating in the Plan;
(f) the Option is 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 the Optionee’s employment contract, if any;
(g) the Option is and the shares of Common Stock subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation;
(h) the Option and the shares of Common Stock subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purposespurposes of, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of 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 or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companypayments;
(i) the future value of the underlying shares of Common Shares Stock is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) if the underlying shares of Common Shares Stock do not increase in value, the Option will have no value;
(k) if the Optionee Participant exercises his or her the Option and obtains acquires shares of Common SharesStock, the value of those such shares of Common Shares acquired upon exercise Stock may increase or decrease in value, even below the purchase priceExercise Price;
(l) in consideration of the grant for purposes of the Option, no claim or entitlement the Participant will be deemed to compensation or damages shall arise from termination have experienced a Termination as of the Option or diminution in value of date the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by Participant is no longer actively providing services to the Company or any of its Affiliates (regardless of the Employer (reason for any reason whatsoever such Termination and whether or not later found to be invalid or in breach of local labor laws) and laws in the Optionee irrevocably releases jurisdiction where the Company and Participant is providing services or the Employer from any such claim that may arise; ifterms of the Participant’s employment or service agreement, notwithstanding if any). The Committee shall have the foregoing, any such claim exclusive discretion to determine when the Participant is found by a court no longer actively providing services for purposes of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement Option grant including whether: (i) the Participant may still be considered to pursue such claimbe providing services while on a leave of absence; and
(mii) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the such date that the Optionee is no longer actively employed and will not or be extended by any notice period mandated under local law (e.g., active employment the Participant’s period of service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local lawmandated under employment laws in the jurisdiction where the Participant is a service provider or the terms of the Participant’s employment or service agreement, if any); furthermore, in and (iii) the event of termination of employment period (whether or not in breach of local labor laws), if any) during which the Optionee’s right to Participant may exercise the Option after termination of employment, if any, such Termination will be measured by the commence on such date of termination of the Optionee’s active employment and will not or be extended by any notice period mandated under labor laws in the jurisdiction where the Participant is providing services;
(m) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from a 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 is employed or the terms of the Participant’s employment agreement, if any);
(n) the following provisions apply if the Participant is employed outside the U.S.:
(i) the Option and the shares of Common Stock subject to the Option, and the income and value of same, are not part of normal or expected compensation for any purpose; and
(ii) neither the Company nor any of its Affiliates shall be liable for any foreign exchange rate fluctuation between the Participant’s local law; currency and the Committee shall have United States (“U.S.”) Dollar that may affect the exclusive discretion value of the Option or of any amounts due to determine when the Optionee is no longer actively employed for purposes Participant pursuant to the exercise of his the Option or her Option grantthe subsequent sale of any shares of Common Stock acquired upon exercise.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Pivotal Software, Inc.), Non Qualified Stock Option Agreement (Pivotal Software, Inc.)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fe) this Option and any Shares acquired under the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the EmployerPlan, and which is outside the scope income from and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(gf) this Option and any Shares acquired under the Option is Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, 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 the Company or the Employermandatory payments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the Shares underlying Common Shares this Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the this Option will have no value;
(ki) if the Optionee Participant exercises his or her this Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(lj) in consideration of the grant for purposes of the Option, no claim or entitlement to compensation or damages shall arise from termination Participant’s engagement as a Service Provider will be considered terminated as of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by date that Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (reason for any reason whatsoever such termination and whether or not later found to be invalid or in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) employment laws in the event jurisdiction where Participant is a Service Provider or the terms of termination of the OptioneeParticipant’s engagement or employment (whether or not in breach of local labor lawsagreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the OptioneeNotice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective 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 engagement or employment 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 termination of Participant’s engagement as a Service Provider will commence on the date that the Optionee is no longer Participant ceases to actively employed provide services 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, laws in the event jurisdiction where Participant is employed or terms of termination of employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to exercise the Option after termination of employmentengagement agreement, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed providing services for purposes of his or her Option grantgrant (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, this Option and the benefits evidenced by this Option Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;
(l) unless otherwise agreed with the Company, this Option and any Shares acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary; and
(m) in addition to subsections (a) through (l) above, the following provisions will also apply if Participant is providing services outside the United States:
(i) this Option and any Shares acquired under the Plan and the income from and value of same, are not part of normal or expected compensation or salary for any purpose;
(ii) neither the Company, the Service Recipient, nor any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of this Option or of any amounts due to Participant pursuant to the exercise of this Option or the subsequent sale of any Shares acquired upon exercise.
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of 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 Participant is a Service Provider or the terms of Participant’s engagement or employment agreement, if any), and in consideration of the grant of this Option, Participant agrees not to institute any claim against the Company, any of its Subsidiaries or the Service Recipient.
Appears in 2 contracts
Samples: Stock Option Agreement (Ambarella Inc), Stock Option Agreement (Ambarella Inc)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges acknowledges, understands and agrees that:
(ai) 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, unless otherwise provided in the Plan and this Agreement;
(bii) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(ciii) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(div) the Optionee’s participation in the Plan will shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment or service relationship (if any) at any time with or without Causetime;
(ev) the Optionee is voluntarily participating in the Plan;
(fvi) the Option is an extraordinary item that does and any shares of Common Stock acquired under the Plan are not constitute compensation of intended to replace any kind for services of any kind rendered to the Company pension rights or the Employer, and which is outside the scope of the Optionee’s employment contract, if anycompensation;
(gvii) the Option is and shares of Common Stock subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(iviii) the future value of the shares of Common Stock underlying Common Shares the Option is unknown unknown, indeterminable and cannot be predicted with certainty;
(jix) if the underlying shares of Common Shares Stock do not increase in value, the Option will have no value;
; 6574120-v9\GESDMS 10 (kx) if the Optionee exercises his or her the Option and obtains acquires shares of Common SharesStock, the value of those such shares of Common Shares acquired upon exercise Stock may increase or decrease in value, even below the purchase priceOption Price;
(lxi) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination of the Optionee’s termination of employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor lawsany employment law in the country where the Optionee resides, even if otherwise applicable to the Optionee’s employment benefits from the Employer, and whether or not later found to be invalid) and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 2 contracts
Samples: Global Stock Option Agreement (Moneygram International Inc), Global Stock Option Agreement (Moneygram International Inc)
Nature of Grant. In accepting the grantOptions, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Option or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(e) the Options and any shares of Common Stock acquired under the Plan, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(f) the Option is an extraordinary item that does not constitute compensation Options and any shares of any kind for services of any kind rendered to Common Stock acquired under the Company or the EmployerPlan, and which is outside the scope income from and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, 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 the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the shares of Common Stock underlying Common Shares the Options is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jh) if the underlying shares of Common Shares Stock do not increase in value, the Option Options will have no value;
(ki) if the Optionee Participant exercises his or her Option the Options and obtains acquires shares of Common SharesStock, the value of those such shares of Common Shares acquired upon exercise Stock may increase or decrease in valuedecrease, even below the purchase priceExercise Price;
(lj) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the termination of the Option Participant’s Employment or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer other service relationship (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 agreement, if any);
(k) for purposes of the Options, the Participant’s Employment or service relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company, the Employer, or any of the Subsidiaries or Affiliates of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Optionee 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, then, by signing this AgreementCompany, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option and vest in the Option Options under the PlanPlan and the period during which the Participant may exercise the Options, if any, will terminate effective as of the such date that the Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment the Participant’s period of service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, mandated under employment laws in the event jurisdiction where the Participant is employed or the terms of termination of the Participant’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentagreement, if any, will be measured by the date of termination of the Optionee’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 Optionee Participant is no longer actively employed providing services for purposes of his or her Option grantgrant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company in its discretion, the Options and the benefits evidenced by this Agreement do not create any entitlement to have the Options or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company;
(m) unless otherwise agreed with the Company, the Options and any shares of Common Stock acquired under the Plan and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or Affiliate; and
(n) the following provisions apply only if the Participant is providing services outside the United States:
1. the Options and the shares of Common Stock subject to the Options, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and
2. neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Options or of any amounts due to the Participant pursuant to the settlement of the Options or the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 2 contracts
Samples: Executive Officer Stock Option Grant Agreement (Sabre Corp), Executive Officer Stock Option Grant Agreement (Sabre Corp)
Nature of Grant. In accepting the grant, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option Stock Unit is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsStock Units, or benefits in lieu of optionsStock Units, even if options Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future option Stock Unit grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeParticipant’s participation in the Plan will shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the OptioneeParticipant’s employment or service relationship (if any) at any time with or without Causetime;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) the Option is an Stock Unit and the Shares subject to the Stock Unit are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company Company, the Employer or the Employerany Subsidiary, and which is outside the scope of the OptioneeParticipant’s service or employment contract, if any;
(g) the Option is Stock Unit and the Shares subject to the Stock Unit are not intended to replace any pension rights or compensation;
(h) the Stock Unit and the Shares subject to the Stock Unit are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company Company, the Employer or the Employerany Subsidiary;
(hi) the Stock Unit grant and Participant’s participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the Company;
(ij) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant Award of the OptionStock Units, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Stock Units resulting from termination of Participant’s Continuous Service with the Optionee’s employment by the Company or Company, the Employer or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) ), and the Optionee Participant irrevocably releases the Company Company, the Employer, and the Employer any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will Participant shall be deemed irrevocably to have waived his or her Participant’s entitlement to pursue such claim; and;
(ml) in the event of termination of the OptioneeParticipant’s employment Continuous Service (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option and vest in the Option Stock Unit under the Plan, if any, will terminate effective as of the date that the Optionee Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment Continuous Service would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee is I am no longer actively employed for purposes of Participant’s Stock Unit grant;
(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;
(n) Participant is hereby advised to consult with his or her Option grantown personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan; and
(o) the Stock Unit and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.
Appears in 2 contracts
Samples: Stock Unit Agreement (Deferred Stock Units) (Marvell Technology Group LTD), Stock Unit Agreement (Marvell Technology Group LTD)
Nature of Grant. In accepting the grant, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Options grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeParticipant’s participation in the Plan will shall not create a right to further employment Service with the Employer and shall not interfere with the ability of the Employer to terminate the OptioneeParticipant’s employment relationship at any time with or without Causetime;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) the Option is an Options and the Shares subject to the Options are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is are outside the scope of the OptioneeParticipant’s employment contract, if any;
(g) the Option is Options and the Shares subject to the Options are not intended to replace any pension rights or compensation;
(h) the Options and the Shares subject to the Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company Company, the Employer or any Subsidiary or Affiliate of the EmployerCompany;
(hi) the grant of the Options and the Participant’s participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary or Affiliate of the Company;
(ij) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Options resulting from termination of the OptioneeParticipant’s employment Service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and, in consideration of the grant of the Options to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives the ability, if any, to bring any such claim and the Optionee irrevocably releases the Company and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee Participant will be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(ml) in the event of termination of Options and the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option benefits under the Plan, if any, will terminate effective as of the date that the Optionee 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 necessarily transfer to local law); furthermore, another company in the event case of termination a merger, take over or transfer of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantliability.
Appears in 2 contracts
Samples: Stock Option Agreement, Stock Option Agreement (Logitech International Sa)
Nature of Grant. In accepting the grantgrant of Options, the Optionee acknowledges you acknowledge that:
(a) the Plan is established voluntarily by the CompanyBWXT, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company BWXT at any time and from time to time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Options grants, if any, will be at the sole discretion of the CompanyBWXT;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is you are voluntarily participating in the Plan;
(fe) the Option is Options and the Shares issued pursuant to the exercise of the Options are an extraordinary item that does and, except as expressly required by the applicable employment standards legislation, do not constitute compensation of any kind for services of any kind rendered to the Company BWXT or the Employer, and which is outside the scope of the Optionee’s your employment contract, if any;
(f) the Options and the Shares issued pursuant to the exercise of the Options are not intended to replace any pension rights or compensation;
(g) except as expressly required by the Option is applicable employment standards legislation, the Options and the Shares issued pursuant to the exercise of are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or BWXT, the Employer, or any Subsidiary;
(h) the Options and your participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer BWXT or any Subsidiary of (other than the CompanyEmployer);
(i) the future value of the underlying Common Shares issued pursuant to the exercise of Options is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the OptionOptions, and except to the minimum extent prohibited by the employment standards legislation as may be applicable to you, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Options resulting from termination of the Optionee’s your employment by the Company with BWXT or the Employer (for any reason whatsoever and whether or not in breach of local labor lawswhatsoever) and the Optionee you irrevocably releases the Company release BWXT and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will you shall be deemed irrevocably to have waived his or her waive any entitlement to pursue such claim; and;
(mk) in BWXT and its Subsidiaries (including the event Employer) reserve the right to terminate the employment of any person, regardless of the effect of such termination of employment on entitlements under the Optionee’s employment Agreement. You hereby waive, and irrevocably release BWXT and its Subsidiaries (whether including the Employer) from, any claim or not entitlement to compensation or damages that may arise from any forfeiture of the Options as a result of the cessation of vesting on and after the Termination Date; notwithstanding the foregoing, if your service terminates due to certain termination events as described in breach of local labor laws)this Agreement, the Optionee’s right to receive Options will be fully vested;
(l) the Option Options and vest in the Option benefits under the Plan, if any, will terminate effective as of the date that the Optionee 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 automatically transfer to local law); furthermore, another company in the event case of termination a merger, take-over or transfer of employment liability; and
(whether or not in breach m) You acknowledge and agree that you have no entitlement to this award of local labor laws), Options until such time as the Optionee’s right to exercise the Option after termination award is accepted by you through your execution of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantthis Agreement.
Appears in 2 contracts
Samples: Stock Option Grant Agreement (BWX Technologies, Inc.), Stock Option Grant Agreement (BWX Technologies, Inc.)
Nature of Grant. In accepting the grantStock Option, the Optionee acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Stock Option is voluntary and occasional and does not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options, even if stock options have been granted repeatedly in the past;
(c) all decisions with respect to future option stock options or other grants, if any, will be at the sole discretion of the Company;
(d) the Stock Option grant and the Optionee’s participation in the Plan will shall not create a right to further be interpreted as forming an employment or service contract with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at Company or any time with or without CauseSubsidiary;
(e) the Optionee is voluntarily participating in the Plan;
(f) the Stock Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to and the Company or the EmployerOption Shares, and which is outside the scope income and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights, Director fees or compensation;
(g) the Stock Option is and the Option Shares, and the income and value of same, are not part of normal or expected compensation or salary for any purposespurpose, including, but and do not limited to, calculating confer on Optionee any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension right to receive Director fees or retirement benefits or similar payments and in no event should be considered as other compensation for, or relating in any way to, past services for the Company or the Employerspecific amount;
(h) in the event that the Optionee is not an employee of unless otherwise agreed with the Company, the Stock Option grant will and the Option Shares, and the income and value of same, are not be interpreted to form an employment contract granted as consideration for, or relationship with the Company; and furthermorein connection with, the Option grant will not be interpreted to form an employment contract with service the Employer or any Subsidiary Optionee may provide as a director of the Companya Subsidiary;
(i) the future value of the underlying Common Option Shares is unknown unknown, indeterminable and cannot be predicted with certainty;;
(j) if the underlying Common Option Shares do not increase in value, the Stock Option will have no value;
(k) if the Optionee exercises his or her the Stock Option and obtains Common Sharesacquires shares of Stock, the value of those Common Shares acquired upon exercise such shares may increase or decrease in value, even below the purchase priceOption Exercise Price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Stock Option resulting from a termination of the Optionee’s employment by service as a member of the Company or the Employer Board (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimwhatsoever); and
(m) in the event of termination of Company shall not be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether or not in breach of local labor laws), currency and the Optionee’s right to receive United States Dollar that may affect the Option and vest in the Option under the Plan, if any, will terminate effective as value of the date that Stock Option or of any amounts due to the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by Stock Option or the subsequent sale of any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes shares of his or her Option grantStock acquired upon exercise.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Blueprint Medicines Corp), Non Qualified Stock Option Agreement (Blueprint Medicines Corp)
Nature of Grant. In accepting the grantthis Option, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(cb) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;
(dc) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fd) this Option and any Shares acquired under the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the EmployerPlan, and which is outside the scope income and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(ge) this Option and any Shares acquired under the Option is Plan, and the income and value of the same, are not part of Participant’s normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, 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 or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(if) the future value of the Shares underlying Common Shares this Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jg) if the underlying Common Shares do not increase in value, the this Option will have no value;
(kh) if the Optionee Participant exercises his or her this Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(li) unless otherwise agreed with the Company, this Option and any Shares acquired under the Plan, and the income and value of the same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary;
(j) unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by the Award Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(k) in consideration addition to subsections (a) through (j) above, the following provisions will also apply if Participant is a Service Provider outside the U.S.:
(i) this Option and the Shares subject to this Option, and the income and value of the grant same, are not part of Participant’s normal or expected compensation or salary for any purpose;
(ii) none of the OptionCompany, 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 U.S. dollar that may affect the value of this Option or of any amounts due to Participant pursuant to the exercise of this Option or the subsequent sale of any Shares acquired upon exercise; and
(iii) no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the this Option resulting from the termination of the OptioneeParticipant’s employment by the Company or the Employer status as a Service Provider (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) 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 Optionee grant of this Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, the Employer, or any Parent or Subsidiary of the Company, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer, and any Parent or Subsidiary of the Company and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement 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) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 2 contracts
Samples: Stock Option Agreement, Stock Option Agreement (Apptio Inc)
Nature of Grant. In accepting the grant, the Optionee acknowledges that:
(a) the Long-Term Incentive Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Long-Term Incentive Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the pastoccasional;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Long-Term Incentive Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Causecause;
(e) the Optionee is voluntarily participating in the Long-Term Incentive Plan;
(f) the Option is 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 the Optionee’s employment contract, if any;
(g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Common Shares Stock is unknown and cannot be predicted with certainty;
(j) if the underlying shares of Common Shares Stock do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains obtain shares of Common SharesStock, the value of those shares of Common Shares Stock acquired upon exercise may increase or decrease in value, even below the purchase exercise price;; and
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or shares of Common Shares Stock purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 2 contracts
Samples: Stock Option Award Agreement (Fossil Inc), Stock Option Award Agreement (Fossil Inc)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges 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, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s Participant is voluntarily participating in the Plan;
(e) the Participant's participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer Company or any Affiliate to terminate the OptioneeParticipant’s employment relationship Continuous Service at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plantime;
(f) the Option is an and any Shares subject to the Option, and the income and value of the same, are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employerany Affiliate, and which is outside the scope of the OptioneeParticipant’s employment or service contract, or consulting arrangement, if any;
(g) the Option is and any Shares subject to the Option, and the income and value of the same, are not intended to replace any pension rights or compensation;
(h) the Option and any Shares subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, 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 to the Company or the Employerany Affiliate;
(hi) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form or amend an employment or service contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the CompanyAffiliate;
(ij) the future value of the underlying Common Shares subject to the Option is unknown and cannot be predicted with certainty;
(jk) if the underlying Common Shares subject to the Option do not increase in value, the Option will have no value;
(kl) if the Optionee Participant exercises his or her the Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in valuedecrease, even below the purchase priceExercise Price;
(lm) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination of the OptioneeParticipant’s employment by Continuous Service as described in Section 3(c) above and in Section 6.6 of the Company or Plan (regardless of the Employer (reason for any reason whatsoever the termination and whether or not the termination is in breach of any employment law in the country where the Participant resides, even if such law is otherwise applicable to the Participant’s employment benefits, and whether or not such termination is later found to be invalid);
(n) neither the Company nor any affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local labor laws) currency and the Optionee irrevocably releases United States Dollar that may affect the Company value of this Option or of any amounts due to the Participant pursuant to the issuance of Shares upon exercise of the Option or the subsequent sale of such Shares;
(o) unless otherwise agreed with the Company, the Option and the Employer from any such claim that may arise; ifShares subject to the Option, notwithstanding and the foregoingincome and value of the same, any such claim is found by a court of competent jurisdiction to have arisenare not granted as consideration for, then, by signing this Agreementor in connection with, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimservice the Participant may provide as a director of an Affiliate of the Company; and
(mp) in the event of termination for purposes of the Optionee’s employment (whether or not in breach of local labor laws)Option, the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, Participant's Continuous Service will terminate effective be considered terminated as of the date that the Optionee he or she is no longer actively employed by and/or providing services to the Company or an Affiliate, as applicable; the Participant's right, if any, to vest in the Option and/or exercise the Vested Portion of the Option after termination of Continuous Service (regardless of whether the termination is in breach of any employment law in the country where the Participant resides, even if such law is otherwise applicable to the Participant’s employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date the Participant ceases to be actively employed and/or actively providing services and will not be extended by any notice period mandated under local any employment law in the country where the Participant resides, even if such law is otherwise applicable to the Participant’s employment benefits (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local lawperiod); furthermorethe Committee, in the event of termination of employment (whether or not in breach of local labor laws)its sole discretion, the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee Participant is no longer actively employed for purposes of his or her the Option grant(including whether the Participant may still be considered actively employed while on a leave of absence).
Appears in 2 contracts
Samples: Option Agreement (Seagate Technology PLC), Option Agreement (Seagate Technology PLC)
Nature of Grant. In accepting the grantgrant of the Option, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(bi) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(cii) all decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company;
(diii) the OptioneeParticipant’s participation in the Plan will shall not create a right to further employment with the Employer Company or any Participating Company and shall not interfere with the ability of the Employer any employer to terminate the Optionee’s his or her employment relationship relationship, if any, at any time with or without Causetime;
(eiv) the Optionee Participant is voluntarily participating in the Plan;
(fv) the Option is and the shares of Stock subject to the Option are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employerany Participating Company, and which is are outside the scope of the OptioneeParticipant’s employment contract, if any;
(gvi) the Option is and the shares of Stock subject to the Option are not intended to replace any pension rights or compensation;
(vii) the Option and the shares of Stock subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerany Participating Company;
(hviii) in the event that the Optionee is not an employee of the Company, the Option grant and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the Participating Company;
(iix) the future value of the underlying Common Shares shares of Stock is unknown and cannot be predicted with certainty; further, neither the Company, nor any Participating Company is responsible for any foreign exchange fluctuation between the Company’s or Participating Company’s local currency and the United States Dollar that may affect the value of the Option;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(lx) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination Participant’s Termination of the Optionee’s employment by Service with the Company or the Employer any Participating Company (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee Participant irrevocably releases the Company and the Employer all Participating Companies from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(mxi) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option benefits under the Plan, if any, will terminate effective as of the date that the Optionee 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 automatically transfer to local law); furthermore, another company in the event case of termination a merger, take-over or transfer of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantliability.
Appears in 2 contracts
Samples: Stock Option Agreement (Dts, Inc.), Stock Option Agreement (Dts, Inc.)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(cb) all decisions with respect to future option Option or other grants, if any, will be at the sole discretion of the Company;
(dc) the Option grant and the Optionee’s participation in the Plan will shall not create a right to further employment or engagement as a Service Provider, or be interpreted as forming an employment or service contract with the Company, the Employer and shall not interfere with the ability or any Subsidiary or affiliate of the Employer to terminate the Optionee’s employment relationship at any time with or without CauseCompany;
(ed) the Optionee is voluntarily participating in the Plan;
(e) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;
(f) the Option is an extraordinary item that does not constitute compensation and any Shares acquired under the Plan and the income and value of any kind for services of any kind rendered to the Company or the Employersame, and which is outside the scope of the Optionee’s employment contract, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the Option will have no value;
(ki) if the Optionee exercises his or her the Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(lj) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from the termination of the Optionee’s employment by the Company or the Employer relationship as a Service Provider (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where the Optionee is engaged as a Service Provider or the terms of the Optionee’s employment or service agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company Company, its Subsidiaries and affiliates and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and;
(mk) for purposes of the Option, the Optionee’s engagement as a Service Provider will be considered terminated as of the date the Optionee 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 event of termination jurisdiction where the Optionee is engaged as a Service Provider or the terms of the Optionee’s employment (whether or not in breach of local labor lawsservice agreement, if any), and unless otherwise expressly provided in this Option Agreement or determined by the Company, (i) the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., the date that Optionee’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 Optionee is no longer engaged as a Service Provider or the terms of the Optionee’s employment or service agreement, if any); and (ii) the period (if any) during which the Optionee may exercise the Option after such termination of the Optionee’s relationship as a Service Provider will commence on the date the Optionee cease to actively employed provide services 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, laws in the event of termination of employment (whether jurisdiction where the Optionee is engaged as a Service Provider or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination terms of the Optionee’s active employment and will not be extended by any notice period mandated under local lawor service agreement, if any; the Committee Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively employed providing services for purposes of his or her Option grantgrant (including whether the Optionee may still be considered to be providing services while on a leave of absence);
(l) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the 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 of the Company;
(m) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; and
(n) the Optionee acknowledges and agrees that neither the Company, the Employer nor any Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 2 contracts
Samples: Stock Option Agreement (Echelon Corp), Stock Option Agreement (Echelon Corp)
Nature of Grant. In accepting the grantgrant of this Option, the Optionee acknowledges thatyou acknowledge, understand and agree as follows:
(a) the The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreement;extent permitted by the Plan.
(b) the The grant of the this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;.
(c) all All decisions with respect to future option grants, if any, will be at the sole discretion of the Company;Committee.
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is You are voluntarily participating in the Plan;.
(fe) This Option and any Shares subject to the Option is an Option, and the income and value of same, are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate (including, as applicable, the Employer, ) and which is are outside the scope of the Optionee’s your employment contract, if any;.
(gf) This Option and any Shares subject to the Option is Option, and the income and value of same, are not to be considered part of your normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments payments.
(g) This Option and in no event should be considered as compensation forany Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or relating in any way to, past services for the Company or the Employer;compensation.
(h) Unless otherwise agreed with the Company, this Option and the Shares subject to the Option, and the income and value of the same, are not granted as consideration for, or in connection with, the services you may provide as a member of the board of directors or as a legal representative of an Affiliate.
(i) In the event that the Optionee Employer is not an employee of the Company, the grant of the Option grant will not be interpreted to form an employment contract or relationship with the Company; and Company and, furthermore, the grant of this Option grant will not be interpreted to form an employment contract with any Affiliate (including, as applicable, the Employer).
(j) This Option and Agreement do not give you a right to continued Service with the Company or any Affiliate (including the Employer) and the Employer or may terminate your Service at any Subsidiary time subject to local law and the terms of any employment agreement, if any, and otherwise deal with you without regard to the Company;effect it may have upon you under this Agreement.
(ik) the The future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) ; if the underlying Common Shares do not increase in value, the Option will have no value;
(k) ; if the Optionee exercises his or her you exercise your Option and obtains Common acquire Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in valuedecrease, even below the purchase exercise price;.
(l) in consideration of the grant of the Option, no No claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the Option jurisdiction where you are employed or diminution in the terms of your employment agreement, if any).
(m) Neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States (“U.S.”) Dollar that may affect the value of the Option or Common Shares purchased through of any amounts due to you pursuant to the exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for subsequent sale of any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 2 contracts
Samples: Employee Non Statutory Stock Option Agreement (Fair Isaac Corp), Employee Non Statutory Stock Option Agreement (Fair Isaac Corp)
Nature of Grant. In accepting the this grant, the Optionee acknowledges you acknowledge, understand and 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, unless expressly provided otherwise provided in the Plan and this or the Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) your participation in the Optionee’s Plan is voluntary;
(e) your participation in the Plan will not create a right to further employment with the Company or the Employer and shall will not interfere with the ability of the Company, the Employer or any subsidiary or affiliate to terminate the Optionee’s your employment or service relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plantime;
(f) if you are employed by a non-U.S. entity and provide services outside the U.S., the Option is an and the Shares subject to the Option are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the your Employer, and which is they are outside the scope of the Optionee’s your employment or service contract, if any, with your Employer;
(g) the Option is and the Shares subject to the Option are not intended to replace any pension rights or compensation;
(h) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(hi) in the event that the Optionee is not an employee of the Company, the Option grant and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
(ij) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(jk) if the underlying Common Shares do not increase in value, the Option will have no value;
(kl) if you exercise the Optionee exercises his or her Option and obtains Common obtain Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the Share purchase price;
(lm) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination of the Optionee’s your employment or service relationship by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and, in consideration of the grant of the Option, to which you otherwise are not entitled, you irrevocably agree (i) never to institute any such claim against the Company, the Employer, or any subsidiary or affiliate of the Company, (ii) to waive your ability, if any, to bring any such claim, and the Optionee irrevocably releases (iii) to release the Company and the Employer and any subsidiary or affiliate from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will you shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim; andclaim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(mn) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option benefits under the Plan, if any, will terminate effective as not automatically transfer to another company in the case of a merger, takeover, or transfer of liability;
(o) neither the Company, the Employer nor any subsidiary or affiliate of the date Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the Optionee is no longer actively employed and will not be extended by value of the Option or if any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period payments due to you pursuant to local law)settlement of the Option or the subsequent sale of any Shares acquired upon settlement; furthermoreand
(p) this award and any other award(s) granted under the Plan on the Grant Date are intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or another Employer under the Plan to grant you options or other rights to common stock of the Company. By signing this Agreement, you accept such awards, along with all prior awards received by you, in the event full satisfaction of termination of employment (whether any such agreement, obligation or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantpromise.
Appears in 2 contracts
Samples: Nonqualified Stock Option Award Agreement (Cree Inc), Nonqualified Stock Option Award Agreement (Cree Inc)
Nature of Grant. In accepting the grantgrant of the Option, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this the Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past;
(c) all decisions with respect to any such future option grantsAwards, if any, will be at the sole discretion of the Company;
(d) the OptioneeParticipant’s participation in the Plan will does not create a right to further employment provide the Participant with the Employer and shall not interfere with the ability benefits outside of the Employer to terminate the Optionee’s employment relationship at any time with or without CausePlan;
(e) the Optionee is voluntarily participating Participant’s participation in the PlanPlan is voluntary;
(f) the Option is and the shares of Common Stock subject to the Option, and the income from and value of same, are an extraordinary item that does not constitute of compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the OptioneeParticipant’s employment contract, if any;
(g) the Option is and the shares of Common Stock subject to the Option and the income from and value of same are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, terminationredundancy, redundancyholiday pay, dismissal, end of service payments, bonuses, 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 or the Employerany Affiliate;
(h) in the event that Option the Optionee is shares of Common Stock subject to the Option and the income from and value of same, are not an employee of intended to replace any pension rights or be granted as compensation or as a bonus for past service;
(i) unless otherwise agreed with the Company, the Option grant will and the shares of Common Stock subject to the Option, and the income from and value of same, are not be interpreted to form granted as consideration for, or in connection with, any service the Participant may provide as a director of an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the CompanyAffiliate;
(ij) the future value of the underlying shares of Common Shares Stock subject to the Option is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) ; if the Participant exercises the Option and obtains shares, the value of those shares may increase or decrease, even below the Exercise Price; if the underlying Common Shares shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from the Participant’s termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor lawsemployment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).
(l) and for purposes of the Optionee irrevocably releases Option, 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 and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court or one of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
its Affiliates (m) in the event of termination regardless of the Optionee’s employment (reason for such termination and whether or not later to be found invalid or in breach of local labor laws)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 OptioneeParticipant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the such date that the Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment the Participant’s period of service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, mandated under employment laws in the event jurisdiction where the Participant is employed or the terms of termination of the Participant’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentagreement, if any, will be measured by the date of termination of the Optionee’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 Optionee Participant is no longer actively employed providing services for purposes of his the Option; and
(m) neither the Company, the Employer nor any Affiliate shall be liable for any exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or her of any amounts due to the Participant pursuant to the vesting and settlement of the Option grantor the subsequent sale of any shares of Stock acquired upon exercise.
Appears in 2 contracts
Samples: Stock Option Agreement (Cirrus Logic, Inc.), Stock Option Agreement (Cirrus Logic Inc)
Nature of Grant. In accepting the grantRIU Award, the Optionee Participant 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 Committee at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option RIU Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsRIU awards, or benefits in lieu of optionsRIU awards, even if options RIU awards have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsRIU awards, if any, will be at the sole discretion of the CompanyCommittee;
(d) the OptioneeParticipant’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Causeis voluntary;
(e) the Optionee future value of the Common Units underlying the RIU Award is voluntarily participating in the Planunknown and cannot be predicted with certainty;
(f) no claim or entitlement to compensation or damages shall arise from the Option forfeiture of the RIU Award resulting from a Termination of Service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the RIU Award to which the Participant is an extraordinary item that does otherwise not constitute compensation of entitled, the Participant irrevocably agrees never to institute any kind for services of any kind rendered to claim against the Company or and/or the Employer, and which is outside waives the scope of the OptioneeParticipant’s employment contractability, if any;, to bring any such claim, and releases the Company and/or 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 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 claims; and
(g) if the Option Participant resides outside of the U.S.:
(A) the RIU Award and any Common Units acquired under the Plan are not intended to replace any employee benefit rights or compensation;
(B) the RIU Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, 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, to past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimGroup Member; and
(mC) in the event of termination the Participant’s Termination of the Optionee’s employment Service (whether or not in breach of local labor laws), and subject to Section 1.1(c) or (d), as applicable, the OptioneeParticipant’s right to receive the Option and vest in the Option RIU Award under the Plan, if any, will terminate effective as of the date of Termination of Service, it being understood that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee Participant is no longer actively employed providing service for purposes of his or her Option grantthis RIU Award.
Appears in 2 contracts
Samples: Restricted Incentive Unit Award Agreement (Nextracker Inc.), Restricted Incentive Unit Award Agreement (Nextracker Inc.)
Nature of Grant. In accepting By participating in the grantOmnibus Plan and in exchange for receiving the Performance Share Award, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Omnibus Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this AgreementOmnibus Plan;
(b) the grant of the Option Performance Share Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsPerformance Share Awards, or benefits in lieu of optionsPerformance Share Awards, even if options Performance Share Awards have been granted repeatedly in the past;
(c) all decisions with respect to future option Performance Share Award grants, if any, will shall be at the sole discretion of the CompanyBoard of Directors of the Company or the Committee;
(d) the Optionee’s participation Participant is voluntarily participating in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without CauseOmnibus Plan;
(e) the Optionee is voluntarily participating in the Plan;
(f) the Option is an extraordinary item that does not constitute compensation of Performance Share Award and any kind for services of any kind rendered Shares subject to the Company or the Employer, and which is outside the scope of the Optionee’s employment contract, if any;
(g) the Option is Performance Share Award are not part of normal or expected compensation or salary for included in any purposes, including, but not limited to, calculating any calculation of severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension pension, retirement or retirement welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or Company, the Employer, or any Affiliate;
(hf) in the event that the Optionee is not an employee of the Company, the Option Performance Share Award grant will shall not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the CompanyAffiliate;
(ig) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(h) the Performance Share Award and the benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically determined by the Company in its discretion, to have the Performance Share Award 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; and
(i) for Participants who reside outside the U.S., the following additional provisions shall apply:
(j) if the underlying Common Performance Share Award and the Shares do subject to the Performance Share Award are not increase in value, the Option will have no valueintended to replace any pension rights or compensation;
(k) the Performance Share Award and the Shares subject to the Performance Share Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Participant’s employment or service contract, if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase priceany;
(l) the Performance Share Award and the Shares subject to the Performance Share Award are not part of normal compensation or salary from the Employer and in consideration no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate of the grant of the Option, Company;
(m) no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Share Award resulting from failure to reach Performance Goals or termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) any employment laws in the country where the Participant resides or later found to be invalid), and in consideration of the Optionee grant of the Performance Share Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Omnibus Plan, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(mn) in neither the event of termination 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 OptioneePerformance Share Award, any Shares paid to the Participant or any proceeds resulting from the Participant’s employment (whether or not in breach sale of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantsuch Shares.
Appears in 1 contract
Nature of Grant. In accepting the grantthis Option, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the 6.1 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the 6.2 This Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all 6.3 All decisions with respect to future option Options or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee6.4 This Option and Participant’s participation involvement in the Plan will shall not create a right to further employment or be interpreted as forming an employment or service contract with the Employer Company and shall not interfere with the ability of the Employer EndoChoice GmbH (the “Employer”) to terminate the OptioneeParticipant’s employment relationship at any time with or without Causeservice relationship, if any;
(e) the Optionee 6.5 The Participant is voluntarily participating in the Plan;
(f) 6.6 This Option and the Option is an extraordinary item that does not constitute compensation shares of any kind for services of any kind rendered Common Stock subject to the Company or the Employerthis Option, and which is outside the scope income and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) 6.7 This Option and the Option is shares of Common Stock subject to this Option, and the income and value of same, are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, including for purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the 6.8 The future value of the underlying shares of Common Shares Stock is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no 6.9 No claim or entitlement to compensation or damages shall arise from forfeiture of this Option award resulting from the termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer other service relationship (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and in consideration of the Optionee grant of this Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer its Affiliates from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement 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) in the event 6.10 For purposes of termination this Option, Participant’s employment or service relationship will be considered terminated as of the Optionee’s employment date Participant is no longer actively providing services to the Company or the Employer, the Employer or any of the other subsidiaries or affiliates of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the OptioneeCompany, Participant’s right to receive the Option and vest in the Option Options under the Plan, if any, will terminate effective as of the such date that the Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment Participant’s period of service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, mandated under employment laws in the event jurisdiction where Participant is employed or the terms of termination of Participant’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentagreement, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law); the Committee Administrator shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed providing services for purposes of his this Option grant (including whether Participant may still be considered to be providing services while on a leave of absence);
6.11 Unless otherwise agreed with the Company, the Options and the shares of Common Stock subject to the Options, and the income and value of same, are not granted as consideration for, or her in connection with, the service Participant may provide as a director of a subsidiary of the Company; and
6.12 Neither the Company, the Employer nor any other subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Options or of any amounts due to Participant pursuant to the settlement of the Option grantor the subsequent sale of any shares of Common Stock acquired upon settlement.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (EndoChoice Holdings, Inc.)
Nature of Grant. In By accepting the grantOption, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary exceptional, voluntary, and occasional occasional, and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option options or other grants, if any, will be at the sole discretion of the Company;
(d) Participant is voluntarily participating in the OptioneePlan;
(e) the Option and Participant’s participation in the Plan will not create a right to further employment or be interpreted as forming or amending an employment or service contract with the Employer Company or the Employer, and shall will not interfere with the ability of the Employer Company or the Employer, as applicable, to terminate the OptioneeParticipant’s employment or service relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Planif any);
(f) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered and the Shares subject to the Company or the EmployerOption, and which is outside the scope income and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) the Option is and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, 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 or the Employerpayments;
(h) in the event that the Optionee is not an employee of unless otherwise agreed with the Company, the Option grant will Option, and the Shares subject to the Option, and the income and value of same, are not be interpreted to form an employment contract granted as consideration for, or relationship with the Company; and furthermorein connection with, the Option grant will not be interpreted to form an employment contract with the Employer service Participant may provide as a director of a Parent, Subsidiary, or any Subsidiary of the CompanyAffiliate;
(i) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(j) ; if the underlying Common Shares do not increase in value, the Option will have no value;
(k) ; if Participant exercises the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in valuedecrease, even below the purchase priceExercise Price;
(lj) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall will arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from Participant’s termination of Service (regardless of the Optionee’s employment by the Company or the Employer (reason for any reason whatsoever such termination and whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the Optionee grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Employer, the Company, and any Parent, Subsidiary, or Affiliate; waives his or her ability, if any, to bring any such claim; and releases the Company Employer, the Company, and the Employer any Parent, Subsidiary, or Affiliate from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee Participant will be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the 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
(l) neither the Employer, the Company, or any Parent, Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
(m) in the event of termination of following provisions apply only if Participant is providing services outside the Optionee’s employment United States:
(whether or not in breach of local labor laws), the Optionee’s right to receive i) the Option and vest in the Shares subject to the Option under are not part of normal or expected compensation or salary for any purpose; and
(ii) Participant acknowledges and agrees that neither the PlanCompany, if any, the Employer nor any Parent or Subsidiary or Affiliate will terminate effective as be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the date that the Optionee is no longer actively employed and will not be extended by Option or of any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period amounts due to Participant pursuant to local law); furthermore, in the event exercise of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination or the subsequent sale of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 1 contract
Samples: Stock Option Award Agreement (Laffin Acquisition Corp.)
Nature of Grant. In accepting the any grant, the Optionee acknowledges you acknowledge, understand and 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, unless expressly provided otherwise provided in the Plan and this or the Agreement;
(b) the grant of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) your participation in the Optionee’s Plan is voluntary;
(e) your participation in the Plan will not create a right to further employment with the Company or the Employer and shall will not interfere with the ability of the Company or the Employer to terminate the Optionee’s your employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plantime;
(f) the Option is Options and the Shares subject to the Options are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which that is outside the scope of the Optionee’s your employment or service contract, if any;
(g) the Option is Options and the Shares subject to the Options are not intended to replace any pension rights or compensation;
(h) the Options and the Shares subject to the Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermoreEmployer, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
(i) the Option grant and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company, the Employer or any subsidiary or affiliate of the Company;
(j) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(jk) if the underlying Common Shares do not increase in value, the Option Options will have no value;
(kl) if the Optionee exercises his or her you exercise your Option and obtains Common obtain Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the Share purchase price;
(lm) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the any Option resulting from termination of the Optionee’s your employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) ), and, in consideration of the grant of the Options, to which you otherwise are not entitled, you irrevocably agree never to institute any claim against the Company, the Employer, or any subsidiary or affiliate of the Company, waive your ability, if any, to bring any such claim, and the Optionee irrevocably releases release the Company and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will you shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(mn) in the event of termination of Options and the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option benefits under the Plan, if any, will terminate effective as of the date that the Optionee 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 automatically transfer to local law); furthermore, another company in the event case of termination a merger, takeover, or transfer of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantliability.
Appears in 1 contract
Nature of Grant. In accepting the grant, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated at any time by the Company at Company’s Board of Directors, or any time, unless otherwise provided in Committee of the Board to which the Board may delegate its powers under the Plan and this Agreement(“Committee”);
(b) the grant of the this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsoptions (whether on the same or different terms), or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants of options or other grants, if any, will be at the sole discretion of the CompanyBoard or Committee, including, but not limited to, the form and timing of the grant, the number of shares of Common Stock subject to the grant, and the vesting and exercise provisions applicable to the grant;
(d) this Option grant and the OptioneeParticipant’s participation in the Plan will shall not create a right to further employment or be interpreted as forming an employment or services contract with the Employer Company or any affiliate and shall not interfere with the ability of the Employer Company, or affiliate, as applicable, to terminate the OptioneeParticipant’s employment relationship at any time with or without Causeservice relationship;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) this Option and the shares of Common Stock subject to this Option is are not intended to replace any pension rights or compensation;
(g) this Option and the shares of Common Stock subject to this Option, and the income and value thereof, are an extraordinary item that does not constitute of compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the OptioneeParticipant’s employment (and employment contract, if any;
(g) the Option and is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the shares of Common Stock underlying Common Shares this Option is unknown unknown, indeterminable and cannot be predicted with certainty;
(ji) if unless otherwise determined by the underlying Common Shares do Board or Committee in its sole discretion, a termination of employment shall be effective from the date on which active employment or service ends and shall not increase in value, be extended by any statutory or common law notice of termination period; the Option will Committee shall have no valuethe exclusive discretion to determine when a termination of employment occurs for purposes of this grant of options;
(kj) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option options resulting from termination of the Optionee’s Participant ceasing to provide employment by or other services to the Company or the Employer any affiliate (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the Optionee grant of the options to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer affiliates from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement 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 herein, in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock of the Company; and
(ml) in if the event of termination of Participant resides or is employed outside the Optionee’s employment (whether or not in breach of local labor laws)United States, the OptioneeParticipant acknowledges and agrees that neither the Company nor any affiliate shall be liable for any exchange rate fluctuation between Participant’s right local currency and the United States Dollar that may affect the value of this Option or of any amounts due to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 Participant pursuant to local law); furthermore, in the event exercise of termination this Option or the subsequent sale of employment (whether or not in breach any shares of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantCommon Stock acquired upon exercise.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Alnylam Pharmaceuticals, Inc.)
Nature of Grant. In By accepting the grantShare Option, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsShare Options, or benefits in lieu of optionsShare Options, even if options Share Options have been granted repeatedly in the past;
(c) all decisions with respect to future option share options or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(e) the grant of this Share Option does not establish a service relationship between the Optionee and the Company;
(f) the this Share Option is an extraordinary item that does not constitute compensation of and any kind for services of any kind rendered Ordinary Shares subject to the Company or the Employerthis Share Option, and which is outside the scope income from and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) unless otherwise agreed with the Company, this Share Option is and the Ordinary Shares subject to this Share Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of a Subsidiary;
(h) this Share Option and any Ordinary Shares subject to this Share Option, and the income from and value of same, are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companymandatory payments;
(i) the future value of the Ordinary Shares underlying Common Shares this Share Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(j) if the underlying Common Ordinary Shares do not increase in valuevalue after the Grant Date, the this Share Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the this Share Option resulting from the termination of the Optionee’s employment by the Company or the Employer service relationship (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawslaws in the jurisdiction where the Optionee is providing services or the terms of the Optionee’s service agreement, if any);
(l) unless otherwise provided in the Plan or by the Company in its discretion, this Share Option and the Optionee irrevocably releases the Company and the Employer from benefits evidenced by this Agreement do not create any entitlement to have this Share Option or any such claim that may arise; ifbenefits transferred to, notwithstanding or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimOrdinary Shares; and
(m) in neither the event of termination of Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether local currency and the United States Dollar that may affect the value of this Share Option or not in breach of local labor laws), the Optionee’s right any amounts due to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 exercise of termination this Share Option or the subsequent sale of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.Ordinary Shares acquired upon exercise. Version: June 2022
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Nature of Grant. In accepting the grantthis Option, the Optionee acknowledges you acknowledge, understand and agree 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 may amend, modify, suspend or terminate the Plan at any time, unless otherwise provided in to the Plan and this Agreement;
extent permitted by the Plan; (b) the grant of the this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, Options or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
; (c) all decisions with respect to future option Options or other grants, if any, will be at the sole discretion of the Company;
; (d) this Agreement does not give you the Optionee’s participation in the Plan will not create a right to further employment with remain retained or employed by the Company or your Employer and shall not interfere with the ability (or any of the Employer to terminate the Optionee’s employment relationship at their Subsidiaries or Affiliates) in any time with or without Cause;
capacity; (e) the Optionee is Company and your Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason, in accordance with Applicable Laws; (f) if you are not providing Service to the Company or your Employer, this Option grant does not establish an employment or other Service relationship with the Company or your Employer (or any of their Subsidiaries or Affiliates); (g) you are voluntarily participating in the Plan;
; (fh) the this Option is an extraordinary item that does not constitute compensation and shares of any kind for services of any kind rendered Stock subject to the Company or the Employerthis Option, and which is outside the scope income from and value of same, are not intended to replace any pension rights or compensation; (i) this Option and shares of Stock subject to this Option, and the Optionee’s employment contractincome from and value of same, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposespurposes of, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, 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 the Company or the Employer;
mandatory payments; (h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ij) the future value of the underlying Common Shares shares of Stock subject to this Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
; (jk) if the underlying Common Shares shares of Stock subject to this Option do not increase in value, the this Option will have no value;
; (kl) if the Optionee exercises his or her you exercise this Option and obtains Common Sharesacquire shares of Stock, the value of those Common Shares acquired upon exercise such shares of Stock may increase or decrease in value, even below the purchase exercise price;
; (lm) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination the forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the this Option resulting from the termination of the Optionee’s employment by the Company or the Employer your Service (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his employment or her entitlement to pursue such claim; and
(m) other laws in the event jurisdiction where you are employed or otherwise rendering services, or the terms of termination your employment or service agreement, if any) and/or the application of any recoupment, recovery or clawback policy; (n) unless otherwise agreed with the Optionee’s employment (whether or not in breach of local labor laws)Company, the Optionee’s right to receive the this Option and vest in the Option shares of Stock acquired under the Plan, if anyand the income from and value of same, will terminate effective are not granted as consideration for, or in connection with, any Service you may provide as a director for any Subsidiary or Affiliate; (o) unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Agreement do not create any entitlement to have this Option transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and (p) the date following provisions shall be applicable only to employees outside the U.S.: (i) this Option and shares of Stock subject to this Option, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither the Company, the Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the Optionee is no longer actively employed and will not be extended by value of this Option or of any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period amounts due to you pursuant to local law); furthermore, in the event exercise of termination this Option or the subsequent sale of employment (whether or not in breach shares of local labor laws), the Optionee’s right to Stock acquired upon exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantthis Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Insulet Corp)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option Option or other grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeOption grant and the Participant’s participation in the Plan will shall not create a right to further employment or be interpreted as forming or amending an employment or service contract with the company, the Employer or any Affiliate of the Company and shall not interfere with the ability of the 408098220-v3\NA_DMS Company, the Employer or any Affiliate of the Company, as applicable, to terminate the OptioneeParticipant’s employment or service relationship at any time with or without Cause(if any);
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) the Option is an extraordinary item that does not constitute compensation of and any kind for services of any kind rendered to Shares acquired under the Company or the EmployerPlan, and which is outside the scope income from and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) the Option is and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, holiday pay, leave 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 or the Employermandatory payments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(ji) if the underlying Common Shares do not increase in value, the Option will have no value;
(kj) if the Optionee Participant exercises his or her the Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(lk) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option resulting from the Participant’s Termination of Service (for any reason whatsoever, whether or diminution not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) or the application of any clawback or compensation recovery policy as described in Section 12(i);
(l) unless otherwise agreed with the Company, the Option and any Shares acquired under the Plan and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate;
(m) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(n) 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 Option or Common Shares purchased through of any amounts due to the Participant pursuant to the exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for subsequent sale of any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (EPAM Systems, Inc.)
Nature of Grant. In accepting the grant, the Optionee acknowledges that:
(a) the The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Option Agreement;
; (b) the The grant of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
; (c) all All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company;
; (d) the Optionee’s participation Participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
is voluntary; (e) the Optionee is voluntarily participating in the Plan;
(f) the The Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the EmployerSubsidiary (or affiliate), and which is outside the scope of the Optionee’s employment contract, if any;
; (gf) the The Option is not a part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
payments; (hg) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the The future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
; (jh) if If the underlying Common Shares do not increase in value, the Option Options will have no value;
; (ki) if If the Optionee exercises his or her the Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
Option Exercise Price; (lj) in In consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through the exercise of the Option resulting from termination of the Optionee’s active employment by the Company or the Employer Subsidiary (or affiliate) (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably hereby releases the Company and the Employer Subsidiary (or affiliate) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Option Agreement, the Optionee will shall be deemed irrevocably to have waived his or her the Optionee’s entitlement to pursue such claim; and
and (mk) Notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option Options under the Plan, if any, will terminate effective as of the date that the Optionee 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 Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 1 contract
Samples: International Stock Option Agreement (Kinetic Concepts Inc /Tx/)
Nature of Grant. In accepting By participating in the grantPlan, the Optionee acknowledges you acknowledge, understand and 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option Units is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of optionsUnits, even if options Units have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsgrants of Units, if any, will be at the sole discretion of the CompanyAdministrator;
(d) the Optionee’s Unit grant and your participation in the Plan will shall not create a right to further 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 Optionee’s your employment or service relationship at any time with or without Cause(if any);
(e) the Optionee is you are voluntarily participating in the Plan;
1. 2017
(f) the Option is an extraordinary item that does Units are not constitute compensation of intended to replace any kind for services of any kind rendered to the Company pension rights or the Employer, and which is outside the scope of the Optionee’s employment contract, if anycompensation;
(g) the Option is Units, the underlying Shares, and the income and value of same are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares shares of Stock is unknown unknown, indeterminable and cannot be predicted with certainty;
(ji) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of the Option your employment or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer other service relationship (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the Optionee grant of the Units to which you are otherwise not entitled, you irrevocably releases agree never to institute any such claim against the Company Company, any of its Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release the Company, its Affiliates and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will you shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and;
(mj) unless otherwise agreed with the Company in writing, the event Units, the underlying shares of termination 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;
(k) for purposes of the Optionee’s 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 local labor lawsemployment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Optionee’s Company, your right to receive the Option and vest in the Option Units under the Planthis Agreement, if any, will terminate effective as of the such date that the Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment your period of service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, mandated under employment laws in the event jurisdiction where you are employed or the terms of termination of your employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentagreement, if any, will be measured by the date of termination of the Optionee’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 Optionee is you are no longer actively employed providing services for purposes of his the Unit grant (including whether you may still be considered to be providing services while on an approved leave of absence); and
(l) the following provisions apply only if you are providing services outside the United States: (A) the Units, the underlying shares of Stock, and the income and value of same are not part of normal or her Option grantexpected compensation or salary for any purpose; and (B) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value –Rev 1.2017 of the Units or of any amount due to you pursuant to the settlement of the Units or the subsequent sale of any 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 grantAward, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsShare Options, or benefits in lieu of optionsShare Options, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option share options or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(e) the grant of this Share Option does not establish an employment or other service relationship between the Optionee and the Company;
(f) the this Share Option is an extraordinary item that does not constitute compensation of and any kind for services of any kind rendered Ordinary Shares subject to the Company or the Employerthis Share Option, and which is outside the scope income from and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) unless otherwise agreed with the Company, this Share Option is and the Ordinary Shares subject to this Share Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of a Subsidiary;
(h) this Share Option and any Ordinary Shares subject to this Share Option, and the income from and value of same, are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companymandatory payments;
(i) the future value of the Ordinary Shares underlying Common Shares this Share Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the this Share Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of local labor laws), the Optionee’s right to receive the Option and vest employment laws in the Option under the Plan, if any, will terminate effective as of the date that jurisdiction where the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination terms of the Optionee’s active employment agreement, if any);
(k) unless otherwise provided in the Plan or by the Company in its discretion, this Share Option and will the benefits evidenced by this Agreement do not create any entitlement to have this Share Option or any such benefits transferred to, or assumed by, another company nor to be extended by exchanged, cashed out or substituted for, in connection with any notice period mandated under corporate transaction affecting the Ordinary Shares; and
(l) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local law; currency and the Committee shall have United States Dollar that may affect the exclusive discretion value of this Share Option or of any amounts due to determine when the Optionee is no longer actively employed for purposes pursuant to the exercise of his this Share Option or her Option grantthe subsequent sale of any Ordinary Shares acquired upon exercise.
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Nature of Grant. In accepting the grantthis Award, the Optionee 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, time unless otherwise provided in the Plan and or this Agreement;
(b) the grant of the Option this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsawards, or benefits in lieu of optionsawards, even if options awards have been granted repeatedly in the past;,
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the CompanyCommittee;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Grantee is voluntarily participating in the Plan;
(fe) the Option is PSUs and the Common Stock subject to the PSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the EmployerGrantee’s employer, and which is outside the scope of the OptioneeXxxxxxx’s employment contract, if any;
(f) the PSUs and the Common Stock subject to the PSUs are not intended to replace any pension rights or compensation;
(g) the Option future value of the 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 any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered insofar as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companypermitted by law;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the OptionPSUs, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option PSUs resulting from termination of the OptioneeXxxxxxx’s employment by with the Company or the Employer Grantee’s employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee Grantee irrevocably releases the Company and the Employer Xxxxxxx’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, then, by signing this Agreement, the Optionee will Grantee shall be deemed irrevocably to have waived his or her any entitlement to pursue such claim; and
(mj) in the event of termination of the Optionee’s employment Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), the OptioneeXxxxxxx’s right to receive the Option and vest in the Option PSUs under the Plan, if any, will terminate effective as of the date that the Optionee Grantee is no longer actively employed a Service Provider and will not be extended by any notice period mandated under local law (e.g., active employment service would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee Grantee is no longer actively employed a Service Provider for purposes of his or her Option grantthe PSUs.
Appears in 1 contract
Nature of Grant. In accepting the grantOption, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(cb) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the CompanyAdministrator;
(dc) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fd) the Option is an extraordinary item that does and any Shares acquired under the Plan are not constitute compensation of intended to replace any kind for services of any kind rendered to the Company pension rights or the Employer, and which is outside the scope of the Optionee’s employment contract, if anycompensation;
(ge) the Option is and Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(if) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jg) if the underlying Common Shares do not increase in value, the Option will have no value;
(kh) if Participant exercises the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(li) in consideration of the grant for purposes of the Option, no claim or entitlement to compensation or damages shall arise from termination Participant’s status as a Service Provider will be considered terminated as of the Option date Participant is no longer actively providing services to the -6- Company or diminution in value any Parent or Subsidiary (regardless of the Option or Common Shares purchased through exercise of the Option resulting from reason for such termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) employment laws in the event jurisdiction where Participant is a Service Provider or the terms of termination of the OptioneeParticipant’s employment (whether or not in breach of local labor lawsservice agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the OptioneeNotice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective 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 that the Optionee is no longer Participant ceases to actively employed provide services 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, laws in the event jurisdiction where Participant is employed or terms of termination of employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to exercise the Option after termination of employmentengagement agreement, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed 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 Administrator in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the 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) the following provisions apply only if Participant is providing services outside the United States:
(i) the Option and the Shares subject to the 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 United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option 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 Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her Option grantability, 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 the grantOptions, the Optionee acknowledges you acknowledge and 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s your participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Causeis voluntary;
(e) the Optionee is voluntarily participating in Option and the Plan;
underlying Option Shares are extraordinary items that (fi) the Option is an extraordinary item that does do not constitute compensation of any kind for services of any kind rendered to the Company Company, any Affiliate or to your actual employer (the “Employer”), and which is (ii) are outside the scope of the Optionee’s your employment or service contract, if any;
(f) the Option and the underlying Option Shares and the income and value of same, are not intended to replace any pension rights or compensation;
(g) the Option is and the underlying Option Shares and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or Tapestry Companies, including the Employer;
(h) the grant of the Option and your participation in the event that the Optionee is Plan shall not an employee create a right to employment or continued employment with any of the Company, the Option grant will not Tapestry Companies or be interpreted to form as forming an employment or service contract or relationship with any of the Tapestry Companies, and shall not interfere with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary ability of the CompanyTapestry Companies, to terminate your employment or service relationship (if any) at any time with or without cause;
(i) the future value of the underlying Common Option Shares is unknown and cannot be predicted with certainty, and the Option Shares acquired upon exercise may increase or decrease in value;
(j) if the underlying Common Option Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her you exercise your Option and obtains Common obtain Option Shares, the value of those Common such Option Shares acquired upon exercise may increase or decrease in value, even below the purchase priceXxxxx Xxxxx;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Option Shares purchased through exercise exercise, forfeiture of the Option resulting from the termination of the Optionee’s your employment by the Company or the Employer or continuous service (for any reason whatsoever and and, whether or not later found to be invalid or in breach of local applicable labor laws) laws or the terms of your employment or service agreement, if any), and in consideration of the Optionee grant of the Option to which you are otherwise not entitled, you irrevocably releases agree never to institute any claim against the Company Tapestry Companies, including the Employer, waive your ability, if any, to bring any such claim, and release the Employer Tapestry Companies, including the Employer, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will you shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and;
(m) in the event for purposes of this Option, unless your termination is a Severance Event Termination, regardless of the Optionee’s employment reason of your termination (and whether or not later found to be invalid or in breach of local applicable labor laws), laws or the Optionee’s right to receive the Option and vest in the Option under the Planterms of your employment or service agreement, if any), your employment or service relationship will terminate be considered terminated effective as of the date that the Optionee is you are no longer actively employed or providing services and will not be extended by any notice period mandated under local law (e.g., active employment would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee . The Administrator shall have the exclusive discretion to determine when the Optionee is you are no longer actively employed for purposes of his this Option (including whether you may still be considered to be providing services while on a leave of absence);
(n) the Option and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or her transfer of liability;
(o) the Tapestry Companies, including the Employer, shall not be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Option grantor of any amounts due to you pursuant to the exercise of the Option or the subsequent sale of any Option Shares acquired upon exercise;
(p) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Option Shares; and
(q) you are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
Appears in 1 contract
Nature of Grant. In accepting the grant, the Optionee Xxxxxxx acknowledges that:
(a1) the Plan is established voluntarily by the CompanyTupperware, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Tupperware at any time, unless otherwise provided in the Plan and this Agreement;
(b2) the grant of the Option SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsSARs, or benefits in lieu of optionsSARs, even if options SARs have been granted repeatedly in the past;
(c3) all decisions with respect to future option SAR grants, if any, will be at the sole discretion of the CompanyTupperware;
(d4) the OptioneeGrantee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the OptioneeXxxxxxx’s employment relationship at any time with or without Causecause;
(e5) the Optionee Grantee is voluntarily participating in the Plan;
(f6) the Option SAR is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company Tupperware or the Employer, and which is outside the scope of the OptioneeXxxxxxx’s employment contract, if any;
(g7) the Option SAR is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company Tupperware or the Employer;
(h) 8) in the event that the Optionee Grantee is not an employee of the CompanyTupperware, the Option SAR grant will not be interpreted to form an employment contract or relationship with the CompanyTupperware; and furthermore, the Option SAR grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the CompanyTupperware;
(i9) the future value of the underlying shares of Common Shares Stock is unknown and cannot be predicted with certainty;
(j10) if the underlying shares of Common Shares Stock do not increase in value, the Option SAR will have no value;
(k11) if the Optionee Grantee exercises his or her Option SAR and obtains obtain shares of Common SharesStock, the value of those shares of Common Shares Stock acquired upon exercise may increase or decrease in value, even below the purchase exercise price;; and
(l12) in consideration of the grant of the OptionSAR, no claim or entitlement to compensation or damages shall arise from termination of the Option SAR or diminution in value of the Option SAR or shares of Common Shares Stock purchased through exercise of the Option SAR resulting from termination of the OptioneeGrantee’s employment by the Company Tupperware or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee Grantee irrevocably releases the Company Tupperware and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee Xxxxxxx will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 1 contract
Samples: Non Qualified Stock Option Grant Agreement (Tupperware Brands Corp)
Nature of Grant. In accepting the grantOption, the Optionee acknowledges Participant acknowledges, understands and agrees that:
: (a) the 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, unless otherwise provided in to the Plan and this Agreement;
extent permitted by the Plan; (b) the b)the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
; (c) all c)all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
; (d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee d)Participant is voluntarily participating in the Plan;
; (f) e)the Option and the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered Shares subject to the Company or the EmployerOption, and which is outside the scope income and value of same, are not intended to replace any pension rights or compensation; (f)the Option and the Optionee’s employment contractShares subject to the Option, if any;
(g) and the Option is income and value of same, are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments payments; (g)unless otherwise agreed with the Company, the Option and in no event should be considered the Shares subject to the Option, and the income and value of same, are not granted as compensation consideration for, or relating in any way toconnection with, past services for Participant may provide as a director of an Affiliate; (h)the grant of the Company or the Employer;
(h) Option and Participant’s participation in the event that Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Optionee is Company, the Employer or any Affiliate and will not an employee interfere with the ability of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
Affiliate, as applicable, to terminate Participant’s employment or service relationship (i) the if any); (i)the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) ; if the underlying Common Shares subject to the Option do not increase in value, the Option will have no value;
(k) ; if Participant exercises the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in valuedecrease, even below the purchase exercise price;
; (l) in consideration of the grant of the Option, no j)no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination of the Optionee’s Participant ceasing to provide employment by or other services to the Company or the Employer (for any reason whatsoever 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) or from cancellation of the Option or recoupment of any financial gain resulting from exercise of the Option as described in Section 13 below; (k)for purposes of the Option, 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 local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) employment laws in the event jurisdiction where Participant is employed or the terms of termination of the OptioneeParticipant’s employment (whether agreement, if any) and, unless otherwise expressly provided in this Award Agreement or not in breach of local labor laws)determined by the Company, the OptioneeParticipant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of such date, or will be measured with reference to such date in the date that the Optionee is no longer actively employed case of a Group Termination Event, and will not be extended by any notice period mandated under local law (e.g., Participant’s period of active employment service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local lawmandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); furthermore, in the event of termination of Participant’s employment or other service relationship (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), the OptioneeParticipant’s right to exercise the Option after termination of employment, if any, will be measured by the with reference to such date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local lawperiod; the Committee shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed providing services for purposes of his the Option (including whether Participant may still be considered to be providing services while on a leave of absence); (l)unless otherwise provided in the Plan or her by the Company, in its discretion, the Option grantand the benefits evidenced by this Award Agreement do not create any entitlement to have the 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 (m)neither the Company, nor the Employer nor any Affiliate will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
Samples: Stock Option Award Agreement
Nature of Grant. In accepting the grantOption, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(cb) all decisions with respect to future option or other grants, if any, will be at the sole and absolute discretion of the Company;
(dc) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fd) the Option is an and any Shares acquired under the Plan are extraordinary item items that does do not constitute regular compensation of any kind for services of any kind rendered to the Company or the EmployerService Recipient, and which is are outside the scope of the OptioneeParticipant’s employment contractagreement, offer letter, consulting agreement or similar agreement, if any;
(ge) the Option is and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation;
(f) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement pension, retirement, welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the Option will have no value;
(ki) if Participant exercises the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(lj) in consideration of the grant for purposes of the Option, no claim or entitlement to compensation or damages shall arise from termination Participant’s status as an eligible service provider under Article IV of the Option or diminution in value Plan will be considered terminated as of the Option or Common Shares purchased through exercise Termination Date (regardless of the Option resulting from reason for such termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) employment laws in the event of termination jurisdiction where Participant is an eligible service provider under Article IV of the OptioneePlan or the terms of Participant’s employment (whether or not in breach of local labor lawsservice agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the OptioneeNotice of Grant to other arrangements or contracts) or determined by the Committee, (i) Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of such Termination 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 date that jurisdiction where Participant is an eligible service provider under Article IV of the Optionee Plan or the terms of Participant’s employment or service agreement, if any, unless Participant is no longer actively employed providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option will commence on such Termination Date 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, laws in the event jurisdiction where Participant is employed or terms of termination of employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to exercise the Option after termination of employmentengagement agreement, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive sole and absolute discretion to determine when the Optionee Participant is no longer actively employed providing services for purposes of the Option grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);
(k) unless otherwise provided in the Plan or by the Company in its sole and absolute discretion, the Option and the benefits evidenced by this Award Agreement do not create any entitlement to have the 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
(l) the following provisions apply only if Participant is providing services outside the United States:
(i) the Option and the Shares subject to the Option 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 United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of Participant’s status as an eligible service provider under Article IV of the Plan (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is an eligible service provider under Article IV of the Plan or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent, any Subsidiary or the Service Recipient, waives his or her Option grantability, 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 1 contract
Samples: Stock Option Agreement (NeuBase Therapeutics, Inc.)
Nature of Grant. In By accepting the grantAward, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOption, or benefits in lieu of optionsOption, even if options Option have been granted repeatedly in the past;
(cb) all decisions with respect to future option Option or other grants, if any, will be at the sole discretion of the Company;
(dc) the OptioneeOption grant and Participant’s participation in the Plan will shall not create a right to further be interpreted as forming an employment or service contract with the Employer and shall not interfere with the ability of Company, the Employer to terminate the Optionee’s employment relationship at or any time with Parent or without CauseSubsidiary;
(ed) the Optionee Participant is voluntarily participating in the Plan;
(e) the Option and the Shares subject to the Option, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered and the Shares subject to the Company or the EmployerOption, and which is outside the scope income from and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposespurposes of, including, including but not limited to, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in valuevalue after the Date of Grant, the Option will have no value;
(ki) if Participant exercises the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(lj) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from the termination of the Optionee’s employment by the Company or the Employer Participant as a Service Provider (for any reason whatsoever whatsoever, whether or not later found to be invalid or in breach of Applicable Laws in the jurisdiction where Participant is employed or rendering services or the terms of Participant’s employment or service agreement, if any);
(k) unless otherwise agreed with the Company, the Option and the Shares subject to the Option, 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;
(l) 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 local labor lawsApplicable Laws in the jurisdiction where Participant is employed or rendering services or the terms of Participant’s employment or service agreement, if any) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the such date that the Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment Participant’s period of service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, mandated under Applicable Laws in the event jurisdiction where Participant is employed or rendering services or the terms of termination of Participant’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentservice agreement, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law); the Committee Administrator shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed providing services for purposes of his Participant’s Option (including whether Participant may still be considered to be providing services while on a leave of absence);
(m) the Option and the benefits evidenced by this Award Agreement do not create any entitlement to have the Option or her 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
(n) if Participant provides services outside the United States:
(i) the Option grantand the Shares subject to the Option, and the income from and value of same, are not part of normal or expected compensation for any purposes; and
(ii) neither the Company, the Employer nor any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the settlement of the Option or the subsequent sale of any Shares acquired upon settlement.
Appears in 1 contract
Samples: Global Stock Option Award Agreement (Organovo Holdings, Inc.)
Nature of Grant. In accepting the grant, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the CompanyGrantor, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Grantor at any time, unless otherwise as provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the CompanyGrantor;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fe) the Option is 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 the OptioneeParticipant’s employment contract, if any;
(gf) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimpayments; and
(mg) in the event of involuntary termination of the OptioneeParticipant’s employment (whether employment, his or not in breach of local labor laws), the Optionee’s her right to receive the Option options and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws)employment, the OptioneeParticipant’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the OptioneeParticipant’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 1 contract
Samples: Stock Option Agreement (American Standard Companies Inc)
Nature of Grant. In accepting the grant, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated at any time by the Company at Company’s Board of Directors, or any time, unless otherwise provided in Committee of the Board to which the Board may delegate its powers under the Plan and this Agreement(“Committee”);
(b) the grant of the this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsoptions (whether on the same or different terms), or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants of options or other grants, if any, will be at the sole discretion of the CompanyBoard or Committee, including, but not limited to, the form and timing of the grant, the number of shares of Common Stock subject to the grant, and the vesting and exercise provisions applicable to the grant;
(d) this Option grant and the OptioneeParticipant’s participation in the Plan will shall not create a right to further employment or be interpreted as forming an employment or services contract with the Employer Company or any subsidiary and shall not interfere with the ability of the Employer Company, or subsidiary, as applicable, to terminate the OptioneeParticipant’s employment relationship at any time with or without Causeservice relationship;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) this Option and the Shares subject to this Option is are not intended to replace any pension rights or compensation;
(g) this Option and the Shares subject to this Option, and the income and value thereof, are an extraordinary item that does not constitute of compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the OptioneeParticipant’s employment (and employment contract, if any;
(g) the Option and is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the Shares underlying Common Shares this Option is unknown unknown, indeterminable and cannot be predicted with certainty;
(ji) if unless otherwise determined by the underlying Common Shares do Board or Committee in its sole discretion, a termination of employment shall be effective from the date on which active employment or service ends and shall not increase in value, be extended by any statutory or common law notice of termination period; the Option will Committee shall have no valuethe exclusive discretion to determine when a termination of employment occurs for purposes of this grant of options;
(kj) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option options resulting from termination of the Optionee’s Participant ceasing to provide employment by or other services to the Company or the Employer any subsidiary (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the Optionee grant of the options to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer subsidiaries from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement 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 herein, in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock of the Company; and
(ml) in if the event of termination of Participant resides or is employed outside the Optionee’s employment (whether or not in breach of local labor laws)United States, the OptioneeParticipant acknowledges and agrees that neither the Company nor any subsidiary shall be liable for any exchange rate fluctuation between Participant’s right local currency and the United States Dollar that may affect the value of this Option or of any amounts due to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 Participant pursuant to local law); furthermore, in the event exercise of termination this Option or the subsequent sale of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement (Alnylam Pharmaceuticals, Inc.)
Nature of Grant. In accepting the grantAward, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option Options is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fe) the Option is an Options and the underlying Shares subject to the Options are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employerany Subsidiary or Affiliate, and which is outside the scope of the Optionee’s Participant's employment contract, if any;
(f) the Options and the underlying Shares subject to the Options are not intended to replace any pension rights, if any, or compensation;
(g) the Option is Options and the underlying Shares subject to the Options, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerany Subsidiary or Affiliate;
(h) the grant of the Options and Participant's participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the Companyor Affiliate;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Participant obtains Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Sharesupon exercise of Participant's Options, the value of those Common Shares shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(lk) in consideration of the grant of the OptionOptions, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Options resulting from termination of the Optionee’s Participant's employment by with the Company or the Employer any Subsidiary or Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee Participant irrevocably releases release the Company and the Employer Subsidiaries and 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, then, by signing this Agreement, the Optionee Participant will be deemed irrevocably to have waived his or her Participant's entitlement to pursue such claim; and;
(ml) in the event of termination of the Optionee’s Participant's employment (whether or not in breach of local labor laws), the Optionee’s Participant's right to receive the Option and vest in the Option Options under the Plan, if any, will terminate effective as of the date that the Optionee 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); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Compensation Committee shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed for purposes of his Participant's Award;
(m) the Company is not providing any tax, legal or her Option grant.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;
Appears in 1 contract
Nature of Grant. In accepting the grant, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(bii) the grant of the Option Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsawards, or benefits in lieu of optionsawards, even if options awards have been granted repeatedly in the past;
(ciii) all decisions with respect to future option award grants, if any, will be at the sole discretion of the Company;
(div) the OptioneeParticipant’s participation in the Plan will shall not create a right to further employment with the Employer Company and shall not interfere with the ability of the Employer Company to terminate the OptioneeParticipant’s employment relationship at any time with or without Causeaccording to Sections 5.3 and 5.4 of the Employment Agreement;
(ev) the Optionee Participant is voluntarily participating in the Plan;
(fvi) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the EmployerAward, and which the income from and value of same, is outside the scope of the Optionee’s employment contract, if anynot intended to replace any pension rights or compensation;
(gvii) unless otherwise agreed with the Company, the Award, including the income from and value of the Award, is not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary of the Company;
(viii) the Option Award, including the income from and value of the Award, is not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments payments, except as otherwise provided in Sections 6.1(e) and in no event should be considered as compensation for, or relating in any way to, past services for 6.2 of the Company or the Employer;Employment Agreement; and
(hix) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the Participant’s termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s continuous employment by the Company or the Employer (for Company(for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws) the Employment Agreement, if any, or of any employment law in the country where the Participant resides and/or is employed, even if otherwise applicable to the Participant’s employment benefits from the Company), and in consideration of the Optionee grant of the Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, waives his ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim; and
(m) in the event claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantsuch claims.
Appears in 1 contract
Samples: Performance Based Cash Award Agreement (Moneygram International Inc)
Nature of Grant. In By entering into this Agreement and accepting the grantOption evidenced hereby, the Optionee further acknowledges that:
(a) the Plan this Option is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreementnot issued under a Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, under any compensation plan the Company has adopted or may adopt, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsOptions, if any, will be at the sole discretion of the CompanyCommittee;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Causeintentionally omitted;
(e) the Optionee is voluntarily participating in the Plan;
(f) the Option is an extraordinary item that which does not constitute compensation of any kind for services of any kind rendered to the Company Company, the Employer or the Employer, any Subsidiary retaining Optionee and which is outside the scope of the Optionee’s employment contract, if any;
(gf) the Option is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of end-of-service payments, bonuses, long-service awards, pension pension, welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(hg) in the event that the Optionee is not an employee Optionee of the CompanyCompany or any Subsidiary, the grant of an Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Employer, the Company or any Subsidiary of the CompanySubsidiary;
(ih) the future value of the underlying Common Shares Stock is unknown and cannot be predicted with certainty;
(ji) if the underlying Common Shares do Stock does not increase in value, the Option will have no value;
(kj) if the Optionee exercises his or her the Option and obtains Common Option Shares, the value of those Common the Option Shares acquired upon exercise may increase or decrease in value, even below the purchase priceOption Price;
(lk) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise arises from termination of the Option option or diminution in value of the Option or Common Option Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment or service relationship by the Company or the Employer or by any Subsidiary retaining Optionee (for any reason whatsoever and whether or not in breach of local applicable labor laws) and the Optionee irrevocably releases the Company and Company, the Employer or the Subsidiary retaining him or her 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, arisen then, by signing this Agreement, the Optionee will shall be deemed irrevocably to have waived his or her entitlement to pursue such a claim; and;
(ml) notwithstanding any terms or conditions of this Agreement to the contrary, in the event of involuntary termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option Options that become exercisable under the Planthis Agreement, if any, will terminate effective as of the date that the Optionee 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 Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s his or her right to receive Option Shares pursuant to the exercise of the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local lawemployment; the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the Option;
(m) it is Optionee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Option Shares pursuant to the exercise of the Option;
(n) the Company, the Employer or the Subsidiary retaining Optionee are not providing any tax, legal or financial advice, nor are the Company, the Employer or the Subsidiary retaining Optionee making any recommendations regarding Optionee’s acquisition or sale of the Option Shares; and
(o) Optionee is hereby advised to consult with his or her Option grantown personal tax, legal and financial advisors regarding this Agreement before taking any action related hereto.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Ault Global Holdings, Inc.)
Nature of Grant. In accepting the grantAward, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsShare Options, or benefits in lieu of optionsShare Options, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Share Options or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(e) the grant of this Share Option does not establish an employment or other service relationship between the Optionee and the Company;
(f) the this Share Option is an extraordinary item that does not constitute compensation of and any kind for services of any kind rendered Ordinary Shares subject to the Company or the Employerthis Share Option, and which is outside the scope income from and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) unless otherwise agreed with the Company, this Share Option is and the Ordinary Shares subject to this Share Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of a Subsidiary;
(h) this Share Option and any Ordinary Shares subject to this Share Option, and the income from and value of same, are not part of normal or expected compensation or salary for any purposespurposes of, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Companymandatory payments; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;Version: June 2019
(i) the future value of the Ordinary Shares underlying Common Shares this Share Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the this Share Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of local labor laws), the Optionee’s right to receive the Option and vest laws in the Option under the Plan, if any, will terminate effective as of the date that jurisdiction where the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination terms of the Optionee’s active employment agreement, if any);
(k) unless otherwise provided in the Plan or by the Company in its discretion, this Share Option and will the benefits evidenced by this Agreement do not create any entitlement to have this Share Option or any such benefits transferred to, or assumed by, another company nor to be extended by exchanged, cashed out or substituted for, in connection with any notice period mandated under local lawcorporate transaction affecting the Ordinary Shares; the Committee shall have the exclusive discretion to determine when and
(l) if the Optionee is no longer actively employed resides and/or works in a country outside the United States, the following shall apply:
(i) this Share Option and any Ordinary Shares subject to this Share Option, and the income from and value of same, are not part of normal or expected compensation for purposes any purpose;
(ii) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of his this Share Option or her of any amounts due to the Optionee pursuant to the exercise of this Share Option grantor the subsequent sale of any Ordinary Shares acquired upon exercise.
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Nature of Grant. In accepting the grantgrant of the Option, the Optionee acknowledges Participant acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Options or other grants, if any, will be at the sole discretion of the Company;
(d) neither the OptioneeOption grant nor the Participant’s participation in the Plan will not shall create a any right to further 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 OptioneeParticipant’s employment relationship at or service contract (if any), to the extent otherwise permitted by law or any time with or without Causeapplicable agreement other than this Agreement;
(e) unless otherwise agreed with the Optionee Company, none of the Option, the shares of Common Stock subject to the Option, and the income and value of same is granted as consideration for, or in connection with, the service the Participant may provide as a director of the Company, the Service Recipient, or any Affiliate or Subsidiary of the Company;
(f) the Participant is voluntarily participating in the Plan;
(fg) none of the Option is an extraordinary item that does not constitute compensation Option, the shares of any kind for services of any kind rendered Common Stock subject to the Company or the EmployerOption, and which the income and value of same is outside the scope intended to replace any pension right or other form of the Optionee’s employment contract, if anycompensation;
(gh) none of the Option Option, the shares of Common Stock subject to the Option, and the income and value of same is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, or end-of-service payments, bonusesany bonus, holiday pay, long-service awardsaward, pension pension, or retirement benefits or similar payments and in no event should be considered as compensation forwelfare benefit, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companysimilar payment;
(i) the future value of the underlying shares of Common Shares Stock is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination any forfeiture of the Option resulting from a Termination or diminution end of provision of services pursuant to any Consulting Agreement (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 or the terms of the Participant’s employment agreement, if any);
(k) unless otherwise provided in the Plan or by the Company in its discretion, neither the Option nor any benefit evidenced by this Agreement creates any entitlement either (i) to have the Option 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, if any, and the United States Dollar that may affect the value of the Option or Common Shares purchased through exercise of any amount due to the Participant pursuant to the settlement of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for subsequent sale of any reason whatsoever and whether or not in breach share of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantCommon Stock acquired upon settlement.
Appears in 1 contract
Samples: Option Agreement (Catalent, Inc.)
Nature of Grant. In accepting the grantgrant of the Option, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Grantee is voluntarily participating in the Plan;
(fe) the Option is an and the Shares subject to the Option, and the income and value of same, are extraordinary item items that does do 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 the OptioneeGrantee’s employment or service contract, if any;
(f) the Option and the Shares subject to the Option are not intended to replace any pension rights or compensation;
(g) the Option is and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) the Option grant and the Grantee’s participation in the event that Plan shall not create a right to employment or right to serve as an Employee or Consultant, shall not be interpreted as forming an employment or service contract with the Optionee is Company, the Employer or any other Related Company and shall not an employee interfere with the ability of the Company, the Option grant will not be interpreted Employer or any other Related Company, as applicable, to form an terminate the Grantee’s employment contract or service relationship (if any);
(i) unless otherwise agreed with the Company; and furthermore, the Option grant will and the Shares subject to the Option, and the income and value of same, are not be interpreted to form an employment contract with granted as consideration for, or in connection with, the Employer or any Subsidiary service the Grantee may provide as a Director of the a Related Company;
(ij) unless otherwise agreed with the Company, the Option and the Shares subject to the Option, 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 a Related Company;
(k) the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(jl) if the underlying Common Shares do not increase in value, Grantee exercises the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(lm) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from the termination of the OptioneeGrantee’s employment by the Company or the Employer Continuous Service (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment or service agreement, if any), and in consideration of the Optionee grant of the Option to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any other Related Company, waives the Grantee’s ability, if any, to bring any such claim, and releases the Company and Company, the Employer and any other Related Company from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Grantee shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and;
(mn) in the event of termination for purposes of the OptioneeOption, the Grantee’s employment Continuous Service will be considered terminated as of the date the Grantee is no longer actively providing services to the Company, the Employer or any other Related Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where the Grantee’s is employed or the terms of the Grantee’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the OptioneeCompany, (1) the Grantee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual 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 Gxxxxxx’s employment or service agreement, if any); and (2) the period (if any) during which the Grantee may exercise the Option after such termination of Grantee’s Continuous Service will commence on the date that the Optionee is no longer Grantee ceases to actively employed provide services 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, laws in the event jurisdiction where the Grantee is employed or terms of termination of the Grantee’s employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentservice agreement, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee Grantee is no longer actively employed providing services for purposes of his or her Option grantgrant (including whether the Grantee may still be considered to be providing services while on a leave of absence);
(o) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(p) the Grantee is outside the United States, neither the Company, the Employer nor any other Related Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Grantee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
Samples: Stock Option Agreement (Pericom Semiconductor Corp)
Nature of Grant. In accepting the grantgrant of Stock Awards, the Optionee Employee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option Stock Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsStock Awards, or benefits in lieu of optionsStock Awards, even if options Stock Awards 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 option Stock Award grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeEmployee’s participation in the Plan will shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s his or her employment relationship at any time with or without Causetime;
(e) the Optionee is voluntarily participating Employee’s participation in the PlanPlan is voluntary;
(f) the Option is an Stock Awards and the Shares subject to the Stock Awards are extraordinary item items that does do not constitute regular compensation of any kind for services of any kind rendered to the Company or the Employer, and which is that are outside the scope of the OptioneeEmployee’s employment contract, if any;
(g) the Option is Stock Awards and the Shares subject to the Stock Awards are not intended to replace any pension rights or compensation;
(h) the Stock Awards and the Shares subject to the Stock Awards are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(hi) the Stock Awards grant and the Employee’s participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the CompanyAffiliate;
(ij) the future value of the Shares underlying Common Shares the Stock Awards is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if neither the Optionee exercises his Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar (or her Option and obtains Common Shares, the selection by the Company or an Affiliate in its sole discretion of an applicable foreign currency exchange rate) that may affect the value of those Common Shares acquired upon exercise may increase the Stock Awards (or decrease in value, even below the purchase pricecalculation of income or Tax-Related Items thereunder);
(l) in consideration of the grant of the OptionStock Awards, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Stock Awards resulting from termination the Employee’s Termination of the Optionee’s employment by the Company or the Employer Service (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of Stock Awards and the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option benefits under the Plan, if any, will terminate effective as of the date that the Optionee 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 automatically transfer to local law); furthermore, another company in the event case of termination a merger, take-over or transfer of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantliability.
Appears in 1 contract
Nature of Grant. In By accepting the grantthis Share Option, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsShare Options, or benefits in lieu of optionsShare Options, even if options Share Options have been granted repeatedly in the past;
(c) all decisions with respect to future option share options or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(f) the Option is 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 the Optionee’s employment contract, if any;
(g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ie) the future value of the Ordinary Shares underlying Common Shares this Share Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jf) if the underlying Common Ordinary Shares do not increase in valuevalue after the Grant Date, the this Share Option will have no value;
(kg) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Share Option resulting from the termination of the Optionee’s employment service as a member of the Board and/or the application of any recoupment, recovery, or clawback policy otherwise required by applicable laws;
(h) unless otherwise provided in the Plan or by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) its discretion, this Share Option and the Optionee irrevocably releases the Company and the Employer from benefits evidenced by this Agreement do not create any entitlement to have this Share Option or any such claim that may arise; ifbenefits transferred to, notwithstanding or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimOrdinary Shares; and
(mi) in the event of termination of Company shall not be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether local currency and the United States Dollar that may affect the value of this Share Option or not in breach of local labor laws), the Optionee’s right any amounts due to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 exercise of termination this Share Option or the subsequent sale of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantOrdinary Shares acquired upon exercise.
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Nature of Grant. In accepting the grantShare Option, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsShare Options, or benefits in lieu of optionsShare Options, even if options Share Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Share Options or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(e) the grant of this Share Option does not establish a service relationship between the Optionee and the Company;
(f) the this Share Option is an extraordinary item that does not constitute compensation of and any kind for services of any kind rendered Ordinary Shares subject to the Company or the Employerthis Share Option, and which is outside the scope income from and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) unless otherwise agreed with the Company, this Share Option is and the Ordinary Shares subject to this Share Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of a Subsidiary;
(h) this Share Option and any Ordinary Shares subject to this Share Option, and the income from and value of same, are not part of normal or expected compensation or salary for any purposespurposes of, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companymandatory payments;
(i) the future value of the Ordinary Shares underlying Common Shares this Share Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(j) if the underlying Common Ordinary Shares do not increase in valuevalue after the Grant Date, the this Share Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the this Share Option resulting from the termination of the Optionee’s employment by the Company or the Employer service relationship (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawslaws in the jurisdiction where the Optionee is providing services or the terms of the Optionee’s service agreement, if any);
(l) unless otherwise provided in the Plan or by the Company in its discretion, this Share Option and the Optionee irrevocably releases the Company and the Employer from benefits evidenced by this Agreement do not create any entitlement to have this Share Option or any such claim that may arise; ifbenefits transferred to, notwithstanding or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimOrdinary Shares; and
(m) if the Optionee resides and/or works in a country outside the event United States, the following shall apply:
(i) this Share Option and any Ordinary Shares subject to this Share Option, and the income from and value of termination same, are not part of normal or expected compensation for any purpose;
(ii) neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether local currency and the United States Dollar that may affect the value of this Share Option or not in breach of local labor laws), the Optionee’s right any amounts due to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 exercise of termination this Share Option or the subsequent sale of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantOrdinary Shares acquired upon exercise.
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Nature of Grant. In accepting the grant, the Optionee Participant acknowledges that:
(a1) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b2) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c3) all decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company;
(d4) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f5) the Option is 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 the OptioneeParticipant’s employment contract, if any;
(g6) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h7) in the event that the Optionee Participant is not an employee of the Company, the Option grant and Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer any Parent, Subsidiary or any Subsidiary affiliate of the Company;
(i) 8) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j9) if the underlying Common Shares do not increase in value, the Option will have no value;
(k10) if Participant exercises the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase priceExercise Price;
(l11) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the OptioneeParticipant’s employment status as a Service Provider by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Award Agreement, the Optionee will Participant shall be deemed irrevocably to have waived his or her any entitlement to pursue such claim; and;
(m12) in the event of termination of the OptioneeParticipant’s employment status as a Service Provider (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee Participant is no longer actively employed a Service Provider and will not be extended by any notice period mandated under local law (e.g., active employment service would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment active service as a Service Provider (whether or not in breach of local labor laws), the OptioneeParticipant’s right to exercise the Option after termination of employmentservice, if any, will be measured by the date of termination of the OptioneeParticipant’s active employment service and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed a Service Provider for purposes of his or her the Participant’s Option grant;
(13) 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 the underlying Shares; and
(14) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.
Appears in 1 contract
Nature of Grant. In accepting the grant, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past;
(c) all decisions with respect to future option Awards or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(e) the Award and the shares of Common Stock subject to the Award are not intended to replace any pension rights or compensation;
(f) the Option is an extraordinary item that does not constitute compensation Award and the shares of any kind for services of any kind rendered Common Stock subject to the Company or the EmployerAward, and which is outside the scope income and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the underlying shares of Common Shares Stock is unknown unknown, indeterminable and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer Continuous Service (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the Optionee grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company Company, any Related Entity and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agreed 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 in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(mj) in neither the event of termination Company, the Employer nor any Related Entity shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Optionee’s employment (whether Award or not in breach of local labor laws), any amounts due to Participant pursuant to the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as settlement of the date that Award or the Optionee is no longer actively employed and will not be extended by subsequent sale of any notice period mandated under local law (e.g., active employment would not include a period shares of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantCommon Stock acquired upon settlement.
Appears in 1 contract
Samples: Performance Share Award Agreement (Gilead Sciences Inc)
Nature of Grant. In accepting the grant, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeParticipant’s participation in the Plan will shall not create a right to further employment Service with the Employer and shall not interfere with the ability of the Employer to terminate the OptioneeParticipant’s employment relationship Service at any time with or without Causetime;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) this Option and the Shares subject to this Option is an are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is are outside the scope of the OptioneeParticipant’s employment contract, if any;
(g) this Option and the Shares subject to this Option is are not intended to replace any pension rights or compensation;
(h) this Option and the Shares subject to this Option are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(hi) the grant of this Option and the Participant’s participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary of the Companyor Affiliate;
(ij) the future value of the Shares underlying Common Shares this Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jk) if the underlying Common Shares do not increase in value, the this Option will have no value;
(kl) if the Optionee Participant exercises his or her this Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in valuedecrease, even below the purchase priceExercise Price;
(lm) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the this Option resulting from termination of the OptioneeParticipant’s employment Service by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) and, in consideration of the grant of this Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives the ability, if any, to bring any such claim and the Optionee irrevocably releases the Company and the Employer from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee Participant will be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(n) unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(mo) in neither the event of termination of the Optionee’s employment (whether or not in breach of local labor laws)Company, the OptioneeEmployer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s right local currency and the United States Dollar or the Swiss Franc, as applicable, that may affect the value of this Option or of any amounts due to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 Participant pursuant to local law); furthermore, in the event exercise of termination this Option or the subsequent sale of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 1 contract
Nature of Grant. In accepting the this Option grant, the Optionee Employee acknowledges and agrees that:
: (a) the Plan Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
; (b) the this Option grant of the Option is voluntary and occasional a one-time benefit and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, or other Program benefits in the future, even if options Options have been granted repeatedly in the past;
; (c) all decisions with respect to future option Option grants, if any, and their terms and conditions, will be at the sole discretion of made by the Company;
, in its sole discretion; (d) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Optionee’s participation in Company and the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without CauseEmployee;
(e) the Optionee Employee is voluntarily participating in the Plan;
Program; (f) the Option is an and Shares subject to the Option are: (i) extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employerits Subsidiaries, and which is are outside the scope of the OptioneeEmployee’s employment contract, if any;
; (gii) the Option is not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement benefits or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
any of its Subsidiaries; (h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the Shares underlying Common Shares the Option is unknown and cannot be predicted with certainty;
; (j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(lh) in consideration of the grant of the Optionthis Option grant, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (i) Termination (for any reason whatsoever whatsoever) and/or (ii) the application of Sections 7 and whether or not in breach of local labor laws) 8 above and the Optionee Employee irrevocably releases the Company and the Employer its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Optionee will Employee shall be deemed irrevocably to have waived his or her the Employee’s entitlement to pursue such claim; and
(mi) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option Benefits under the PlanProgram, if any, will terminate effective as not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) neither the Company nor any of its Subsidiaries shall be liable for any change in value of the date that Option, the Optionee amount realized upon exercise of the Option or the amount realized upon a subsequent sale of any Shares acquired upon exercise of the Option, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. 11. Data Privacy.
(a) Pursuant to applicable personal data protection laws, the collection, processing and transfer of the Employee’s personal Data is no longer actively employed necessary for the Company’s administration of the Program 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, the Employee’s participation in the event Program. The Employee’s denial and/or objection to the collection, processing and transfer of termination of employment personal Data may affect his or her ability to participate in the Program. As such (whether or not in breach of local labor lawswhere required under applicable law), the Optionee’s right Employee:
(i) voluntarily acknowledges, consents and agrees to exercise the Option after termination collection, use, processing and transfer of employmentpersonal Data as described herein; and (ii) authorizes Data recipients to receive, if anypossess, will be measured by use, retain and transfer the date of termination of the Optionee’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 Optionee is no longer actively employed Data, in electronic or other form, for purposes of implementing, administering and managing the Employee’s participation in the Program, including any requisite transfer of such Data as may be required for the administration of the Program and/or the subsequent holding of Shares on the Employee’s behalf to a broker or other third party with whom the Employee may elect to deposit any Shares acquired pursuant to the Program. (b) Data may be provided by the Employee or collected, where lawful, from third parties, and the Company and the Subsidiary that employs the Employee (if applicable) will process the Data for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Program. Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Employee’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Program and for the Employee’s participation in the Program.
(c) The Company and the Subsidiary that employs the Employee (if applicable) will transfer Data as necessary for the purpose of implementation, administration and management of the Employee’s participation in the Program, and the Company and the Subsidiary that employs the Employee (if applicable) may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Program. These recipients may be located throughout the world.
(d) The Employee may, at any time, exercise his or her Option grantrights provided under applicable personal data protection laws, which may include the right to: (i) obtain confirmation as to the existence of the Data; (ii) verify the content, origin and accuracy of the Data; (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data; and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Program and the Employee’s participation in the Program.
Appears in 1 contract
Nature of Grant. In accepting the grantthis Share Option, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsShare Options, or benefits in lieu of optionsShare Options, even if options Share Options have been granted repeatedly in the past;
(c) all decisions with respect to future option share options or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(f) the Option is 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 the Optionee’s employment contract, if any;
(g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ie) the future value of the Ordinary Shares underlying Common Shares this Share Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(jf) if the underlying Common Ordinary Shares do not increase in valuevalue after the Grant Date, the this Share Option will have no value;
(kg) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Share Option resulting from the termination of the Optionee’s employment 's service as a member of the Board;
(h) unless otherwise provided in the Plan or by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) its discretion, this Share Option and the Optionee irrevocably releases the Company and the Employer from benefits evidenced by this Agreement do not create any entitlement to have this Share Option or any such claim that may arise; ifbenefits transferred to, notwithstanding or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimOrdinary Shares; and
(mi) in the event of termination of Company shall not be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether local currency and the United States Dollar that may affect the value of this Share Option or not in breach of local labor laws), the Optionee’s right any amounts due to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 exercise of termination this Share Option or the subsequent sale of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantOrdinary Shares acquired upon exercise.
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Nature of Grant. In accepting the grantgrant of the Option, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsor other grants of Awards, if any, will be at the sole discretion of the CompanyCorporation;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(e) the Option and the Shares subject to the Option are not intended to replace any pension rights or compensation;
(f) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered and the Shares subject to the Company or the EmployerOption, and which is outside the scope income and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant for purposes of the Option, no claim unless otherwise expressly provided in this Option Agreement or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment determined by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this AgreementCorporation, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee is no longer actively employed Termination Date and will not be extended by any notice period mandated under local law (e.g., active employment the Participant’s period of service would not include a any contractual notice period or any period of “garden leave” or similar period pursuant to local law); furthermore, mandated under employment laws in the event jurisdiction where the Participant is employed or providing services or the terms of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employmentService Agreement, if any), will be measured by and the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively employed Termination Date for purposes of the Option grant (including whether the 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 Corporation in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the 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 Corporation’s Shares; and
(j) the following provisions apply if the Participant is providing services outside the United States:
(A) the Corporation (which may or may not be Participant’s employer) is granting the Option, the Corporation will administer the Plan from outside Participant’s country of residence, and United States law will govern all Options granted under the Plan;
(B) Participant has received of a copy of the Plan (including any applicable appendices or sub-plans thereunder) and is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof; Participant has reviewed the Plan (including any applicable appendices or sub-plans thereunder) and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Option; and Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option Agreement;
(C) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose;
(D) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the Participant’s Termination of 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 providing services or the terms of the Service Agreement, if any), and in consideration of the grant of the Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Corporation or any Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Corporation and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(E) the Participant acknowledges and agrees that neither the Corporation nor any 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 Option grantor of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
Nature of Grant. In accepting the grant, the Optionee acknowledges I 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, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsrestricted units, or benefits in lieu of optionsrestricted share units, even if options restricted share units have been granted repeatedly in the past;
(c) past and all decisions with respect to future option restricted share unit grants, if any, will be at the sole discretion of the Company;
(dc) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is I am voluntarily participating in the Plan;
(fd) the Option is Restricted Units and the Ordinary Shares subject to the Restricted Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employermy employer, and which is outside the scope of the Optionee’s my employment contract, if any;
(ge) the Option is Restricted Units and the Ordinary Shares subject to the Restricted Units are not intended to replace any pension rights or compensation;
(f) the Restricted Units and the Ordinary Shares subject to the Restricted Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company Company, my employer, or the Employerany subsidiary or affiliate;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the underlying Common Ordinary Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(lh) in consideration of the grant of the OptionRestricted Units, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option Restricted Units resulting from termination of the Optionee’s my employment by with the Company or the Employer my employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee I irrevocably releases release the Company and the Employer my employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will I shall be deemed irrevocably to have waived his or her any entitlement to pursue such claim; and
(mi) in the event of termination of the Optionee’s my employment (whether or not in breach of local labor laws), the Optionee’s my right to receive the Option and vest in the Option Restricted Units under the Plan, if any, will terminate effective as of the date that the Optionee is I am no longer actively employed providing services and will not be extended by any notice period mandated under local law (e.g., active employment service would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Management Committee shall have the exclusive discretion to determine when the Optionee is I am no longer actively employed providing services for purposes of his or her Option grantthe Restricted Units.
Appears in 1 contract
Nature of Grant. In accepting the grantgrant of this Option, the Optionee acknowledges thatyou acknowledge, understand and agree as follows:
(a) the The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreement;extent permitted by the Plan.
(b) the The grant of the this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;.
(c) all All decisions with respect to future option grants, if any, will be at the sole discretion of the Company;Committee.
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is You are voluntarily participating in the Plan;.
(fe) This Option and any Shares subject to the Option is an Option, and the income from and value of the same, are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate (including, as applicable, the Employer, ) and which is are outside the scope of the Optionee’s your employment contract, if any;.
(gf) This Option and any Shares subject to the Option is Option, and the income from and value of the same, are not to be considered part of your normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments payments.
(g) This Option and in no event should be considered as compensation forany Shares subject to the Option, and the income from and value of the same, are not intended to replace pension rights (if any) or relating in any way to, past services for the Company or the Employer;compensation.
(h) Unless otherwise agreed with the Company, this Option and the Shares subject to the Option, and the income from and value of the same, are not granted as consideration for, or in connection with, the services you may provide as a member of the board of directors or as a legal representative of an Affiliate.
(i) In the event that the Optionee Employer is not an employee of the Company, the grant of the Option grant will not be interpreted to form an employment contract or relationship with the Company; and Company and, furthermore, the grant of this Option grant will not be interpreted to form an employment contract with any Affiliate (including, as applicable, the Employer).
(j) This Option and Agreement do not give you a right to continued Service with the Company or any Affiliate (including the Employer) and the Employer or may terminate your Service at any Subsidiary time subject to local law and the terms of your employment agreement, if any, and otherwise deal with you without regard to the Company;effect it may have upon you under this Agreement.
(ik) the The future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(j) ; if the underlying Common Shares do not increase in value, the Option will have no value;
(k) ; if the Optionee exercises his or her you exercise your Option and obtains Common acquire Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in valuedecrease, even below the purchase exercise price;.
(l) in consideration of the grant of the Option, no No claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the Option jurisdiction where you are employed or diminution in the terms of your employment agreement, if any).
(m) Neither the Company, the Employer nor any Affiliate 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 Option or Common Shares purchased through of any amounts due to you pursuant to the exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for subsequent sale of any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantShares acquired upon exercise.
Appears in 1 contract
Samples: Global Employee Non Statutory Stock Option Agreement (Fair Isaac Corp)
Nature of Grant. In By accepting the grantOption, the Optionee acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amendedterminated, suspended or terminated amended by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, Options or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all decisions with respect to future option Options or other grants, if any, will be at the sole discretion of the CompanyAdministrator;
(d) the grant of the Option and the Optionee’s participation in the Plan will shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary to terminate the Optionee’s employment or service relationship at any time with or without Cause(if any);
(e) the Optionee is voluntarily participating in the Plan;
(f) the Option is an and any Shares acquired pursuant to such Option, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(g) the Option and any Shares acquired pursuant to such Option, and the income from and value of the same, are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company Company, the Employer or the Employerany other Subsidiary, and which is are outside the scope of the Optionee’s employment contractor service and the Optionee’s employment or service agreement, if any;
(gh) the Option is and any Shares acquired pursuant to such Option, and the income from and value of the same, are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companymandatory payments;
(i) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable and cannot be predicted with certaintycertainty and the value of such Shares may increase or decrease in the future;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her the Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase priceOption Price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value recoupment of any gains earned or accrued due to the Option or Common sale of Shares purchased through acquired upon exercise of the Option resulting from from, but not limited to, the (1) termination of the Optionee’s employment or service (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment or service agreement, if any) and/or (2) the application of any Applicable Law or regulations, or any recoupment policy or any recovery or clawback policy maintained by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found otherwise required by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimApplicable Law; and
(m) in neither the event of termination of Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether or not in breach of local labor laws), currency and the Optionee’s right to receive United States Dollar that may affect the Option and vest in the Option under the Plan, if any, will terminate effective as value of the date that the Optionee is no longer actively employed and will not be extended by Shares or any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period amounts due pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination issuance of the Optionee’s active employment and will not be extended by Shares, or the subsequent sale of any notice period mandated under local law; Shares acquired pursuant to the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of his or her Option grantOption.
Appears in 1 contract
Samples: Stock Option Agreement (Booz Allen Hamilton Holding Corp)
Nature of Grant. In accepting the grant, the Optionee Recipient acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option PU is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsPUs, or benefits in lieu of optionsPUs, even if options PUs have been granted repeatedly in the past;
(c) , and all decisions with respect to future option PU grants, if any, will be at the sole discretion of the Company;
(dc) the OptioneeRecipient’s participation in the Plan will shall not create a right to further employment Continued Service with the Employer Company or an Affiliate and shall not interfere with the ability of the Employer Company or an Affiliate to terminate the OptioneeRecipient’s employment service relationship at any time with or without Causecause;
(ed) the Optionee Recipient is voluntarily participating in the Plan;
(fe) the Option PU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, benefit and which is outside the scope of the Optionee’s employment contract, if any;
(g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;an Affiliate; and
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(lf) in consideration of the grant of the OptionPU, no claim or entitlement to compensation or damages shall arise from termination of the Option PU or diminution in value of the Option or Common Shares purchased through exercise of the Option PU resulting from termination of the OptioneeRecipient’s employment Continuous Service by the Company or the Employer an Affiliate (for any reason whatsoever and whether or not in breach of local labor lawswhatsoever) and the Optionee Recipient irrevocably releases the Company and the Employer its 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, then, by signing this Agreement, the Optionee will Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 1 contract
Samples: Performance Unit Grant Agreement (Callaway Golf Co /Ca)
Nature of Grant. In accepting the grantPerformance Shares, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it Company and is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreementnature;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsawards under the Plan, if any, will be at the sole discretion of the Company;
(c) the Performance Shares and any Shares (or cash) acquired under the Plan are not part of normal or expected compensation or salary;
(d) the OptioneePerformance Share grant and the Participant’s participation in the Plan will shall not create a right be interpreted to further form an employment contract or relationship with the Company or the Employer and shall not interfere with the ability or any Subsidiary or affiliate of the Employer to terminate the Optionee’s employment relationship at any time with or without CauseCompany;
(e) the Optionee future value of the underlying Shares is voluntarily participating in the Planunknown and cannot be predicted with certainty;
(fh) the Option is an Performance Shares and any Shares (or cash) acquired under the Plan are not intended to replace any pension rights or compensation;
(i) the Performance Shares and the Shares (or cash) acquired under the Plan are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, Employer and which is are outside the scope of the OptioneeParticipant’s employment contract, if any;
(g) the Option is ; such items shall not be included in or part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;and
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Performance Shares purchased through exercise of the Option resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the Optionee grant of the Performance Shares to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, waives his or her ability, if any, to bring any such claim and releases the Company and the Employer from any such claim that may arise; ifand, notwithstanding the foregoing, if any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Participant shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim; and
(m) in the event claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantsuch claims.
Appears in 1 contract
Samples: Performance Share Agreement (Yum China Holdings, Inc.)
Nature of Grant. In accepting the grantgrant of Restricted Stock Units, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsRestricted Stock Units, or benefits in lieu of optionsRestricted Stock Units, even if options Restricted Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future option grantsRestricted Stock Units, if any, will be at the sole discretion of the Company;
(d) the OptioneeParticipant’s participation in the Plan will not create a right to further employment with the Employer Participant’s employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate the OptioneeParticipant’s employment relationship at any time with or without Causerelationship;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) the Option is Restricted Stock Units 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 the OptioneeParticipant’s employment contract, if any;
(g) the Option is Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee Participant is not an employee of the Company, the Option grant of Restricted Stock Units will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant of Restricted Stock Units will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Common Shares Stock is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase Participant vests in value, the Option will have no value;
(k) if the Optionee exercises his or her Option Restricted Stock Units and obtains shares of Common SharesStock, the value of those Common Shares acquired upon exercise shares may increase or decrease in value, even below the purchase price;
(lk) in consideration of the grant of the OptionRestricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Option Restricted Stock Units or diminution in value of the Option Restricted Stock Units or Common Shares purchased shares acquired through exercise vesting of the Option Restricted Stock Units resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) Employer, and the Optionee 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, then, by signing this Agreement, the Optionee Participant will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(ml) in the event of termination of the OptioneeParticipant’s employment (whether or not in breach of local labor laws)employment, the OptioneeParticipant’s right to receive the Option Restricted Stock Units and vest in the Option Restricted Stock Units under the Plan, if any, will terminate effective as of the date that the Optionee 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); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantemployed.
Appears in 1 contract
Nature of Grant. In accepting the grantOption, the Optionee acknowledges Participant acknowledges, understands and agrees that::
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;;
(cb) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;;
(dc) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;;
(fd) the Option is an extraordinary item that does and any Shares acquired under the Plan are not constitute compensation of intended to replace any kind for services of any kind rendered to the Company pension rights or the Employer, and which is outside the scope of the Optionee’s employment contract, if any;compensation;
(ge) the Option is and Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;payments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(if) the future value of the Shares underlying Common Shares the Option is unknown unknown, indeterminable, and cannot be predicted with certainty;;
(jg) if the underlying Common Shares do not increase in value, the Option will have no value;;
(kh) if Participant exercises the Optionee exercises his or her Option and obtains Common acquires Shares, the value of those Common such Shares acquired upon exercise may increase or decrease in value, even below the purchase price;Exercise Price;
(li) in consideration of the grant for purposes of the Option, no claim or entitlement to compensation or damages shall arise from termination Participant’s engagement as a Service Provider will be considered terminated as of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the Employer (reason for any reason whatsoever such termination and whether or not later found to be invalid or in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(m) employment laws in the event jurisdiction where Participant is a Service Provider or the terms of termination of the OptioneeParticipant’s employment (whether or not in breach of local labor lawsservice agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the OptioneeNotice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective 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 that the Optionee is no longer Participant ceases to actively employed provide services 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, laws in the event jurisdiction where Participant is employed or terms of termination of employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to exercise the Option after termination of employmentengagement agreement, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed providing services for purposes of his or her Option grant.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 Copmpany in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the 5 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) the following provisions apply only if Participant is providing services outside the United States:
(i) the Option and the Shares subject to the 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 United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and
(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of 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 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 Option 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 the grantgrant of options, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the Option options is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option options or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Employee is voluntarily participating in the Plan;
e) the options and the shares of Common Stock underlying the options awarded under the Plan (the “Shares”) are not intended to replace any pension rights or compensation;
f) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to options and the Company or the EmployerShares, and which is outside the scope income and value of the Optionee’s employment contractsame, if any;
(g) the Option is are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ig) the future value of the underlying Common Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
(jh) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the options resulting from the termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the OptioneeEmployee’s employment by the Company or the Employer Service (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), and in consideration of the Optionee grant of the options to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute any claim against the Company or any of its subsidiaries or affiliates, waives Employee’s ability, if any, to bring any such claim, and releases the Company and the Employer all its subsidiaries and affiliates from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee will Employee shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(mi) unless otherwise provided in the event of termination of Plan or by the Optionee’s employment (whether or not Company in breach of local labor laws)its discretion, the Optionee’s right options and the benefits evidenced by this Notice and Agreement do not create any entitlement to receive have the Option and vest in the Option under the Planoptions or any such benefits transferred to, if anyor assumed by, will terminate effective as of the date that the Optionee is no longer actively employed and will not another company nor to be extended by any notice period mandated under local law (e.g.exchanged, active employment would not include a period of “garden leave” cashed out or similar period pursuant to local law); furthermoresubstituted for, in connection with any corporate transaction affecting the event of termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantCommon Stock.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (American Eagle Outfitters Inc)
Nature of Grant. In accepting the grant, the Optionee Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is granted voluntary and occasional and does not create any contractual or other right to receive a future grants of optionsoption grant, or benefits in lieu of optionsthe Option, even if options have an option has been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeParticipant’s participation in the Plan will shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the OptioneeParticipant’s employment relationship at any time with or without Causecause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(f) the Option is 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 the OptioneeParticipant’s employment contract, if any;
(g) the Option is not intended to replace any pension rights or compensation;
(h) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or Company, the Employer, or any Subsidiary or affiliate of the Company;
(hi) the Option and the Participant’s participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary or affiliate of the Company;
(ij) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination of the OptioneeParticipant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will Participant shall be deemed irrevocably to have waived his or her the Participant’s entitlement to pursue such claim; and;
(ml) in the event of involuntary termination of the OptioneeParticipant’s employment (whether or not in breach of local labor laws), the OptioneeParticipant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee Participant is no longer actively employed for purposes of his or her Option grant; and
(m) the Option grant and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.
Appears in 1 contract
Nature of Grant. In accepting the grantShare Option, the Optionee acknowledges 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, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan;
(b) the grant of the this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of optionsShare Options, or benefits in lieu of optionsShare Options, even if options Share Options have been granted repeatedly in the past;
(c) all decisions with respect to future option share options or other grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plan;
(e) the grant of this Share Option does not establish a service relationship between the Optionee and the Company;
(f) the this Share Option is an extraordinary item that does not constitute compensation of and any kind for services of any kind rendered Ordinary Shares subject to the Company or the Employerthis Share Option, and which is outside the scope income from and value of the Optionee’s employment contractsame, if anyare not intended to replace any pension rights or compensation;
(g) unless otherwise agreed with the Company, this Share Option is and the Ordinary Shares subject to this Share Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of a Subsidiary;
(h) this Share Option and any Ordinary Shares subject to this Share Option, and the income from and value of same, are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Companymandatory payments;
(i) the future value of the Ordinary Shares underlying Common Shares this Share Option is unknown unknown, indeterminable, and cannot be predicted with certainty;
(j) if the underlying Common Ordinary Shares do not increase in valuevalue after the Grant Date, the this Share Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Option or diminution in value of the Option or Common Shares purchased through exercise of the this Share Option resulting from the termination of the Optionee’s employment by the Company or the Employer service relationship (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawslaws in the jurisdiction where the Optionee is providing services or the terms of the Optionee’s service agreement, if any);
(l) unless otherwise provided in the Plan or by the Company in its discretion, this Share Option and the Optionee irrevocably releases the Company and the Employer from benefits evidenced by this Agreement do not create any entitlement to have this Share Option or any such claim that may arise; ifbenefits transferred to, notwithstanding or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimOrdinary Shares; and
(m) in neither the event of termination of Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s employment (whether local currency and the United States Dollar that may affect the value of this Share Option or not in breach of local labor laws), the Optionee’s right any amounts due to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 exercise of termination this Share Option or the subsequent sale of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grantOrdinary Shares acquired upon exercise.
Appears in 1 contract
Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)
Nature of Grant. In By accepting the grantgrant of Options, the Optionee acknowledges acknowledges, understands and agrees that:
(a) the The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the The grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past;
(c) all All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company;
(d) the The Optionee’s participation in the Plan will shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Causetime;
(e) the The Optionee is voluntarily participating in the Plan;
(f) The Option and the Option is Shares are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the EmployerSubsidiary (or Affiliate), and which is outside the scope of the Optionee’s employment contract, if any;
(g) The Option and the Option is Shares are not intended to replace any pension rights or compensation;
(h) The Option and the Option Shares are not a part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal or end of service payments, bonuses, long-service awards, or 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 Company, the Employer or any Subsidiary (or Affiliate) of the EmployerCompany;
(hi) The Option and the Optionee’s participation in the event that the Optionee is not an employee of the Company, the Option grant Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer Company or any Subsidiary (or Affiliate) of the Company;
(ij) the The future value of the underlying Common Option Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no No claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Option Shares purchased acquired through the exercise of the Option resulting from termination of the Optionee’s active employment by with the Company or the Employer Subsidiary (or Affiliate) (for any reason whatsoever and whether or not in breach of local labor laws) ), and in consideration of the grant of Options to which the Optionee is not otherwise entitled, the Optionee irrevocably agrees never to institute any claim against the Company or the Employer, waives the Optionee’s ability, if any, to bring such claim, and releases the Company and the Employer Subsidiary (or Affiliate) from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing participating in the Plan and by electronically accepting this Option Agreement, the Optionee will shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim; andclaim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(ml) in In the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of his or her the Option grant; and
(m) The Option and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.
Appears in 1 contract
Samples: International Stock Option Agreement (Kinetic Concepts Inc)
Nature of Grant. In accepting the grantgrant of this Option, the Optionee acknowledges thatyou acknowledge:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to any such future option grants, if any, will be at the sole discretion of the Company;
(d) the Optionee’s your participation in the Plan will shall not create a right to further employment with your employer (“the Employer Employer”) and shall not interfere with the ability of the Employer to terminate the Optionee’s your employment relationship at any time with or without Causecause;
(e) the Optionee is voluntarily participating your participation in the PlanPlan is voluntary;
(f) the this Option is an extraordinary item that does not constitute of compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Optionee’s your employment contract, if any;
(g) the this Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employerpayments;
(h) this Option is not granted as compensation or as a bonus for past services;
(i) in the event that of termination of your employment (whether or not in breach of local labor laws), your right to receive options and vest in this Option, if any, will terminate effective as of the Optionee is date you are no longer actively employed regardless of any reasonable notice period mandated under local law; furthermore, in the event of termination of employment (whether or not in breach of local labor laws), your right to exercise this Option after termination of employment will be measured by the date of termination of your active employment and will not be extended by any reasonable notice period mandated under local law; the Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Option grant;
(j) this Option has been granted to you in your status as an employee of the Employer, and, in the event the Employer is not the Company, the this Option grant will not can in no event be understood or interpreted to form mean the Company is your employer or that you have an employment contract or relationship with the Company; and furthermore, the this Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(ik) the future value of the underlying Common Option Shares is unknown and cannot be predicted with certainty;
(jl) if the underlying Common Option Shares do not increase in value, the this Option will have no value;; and
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(lm) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the this Option or diminution in value of the this Option or Common the underlying Option Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever whatsoever, and whether or not in breach of local labor laws) and the Optionee you irrevocably releases release 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, then, by signing or accepting this Agreement, the Optionee you will be deemed irrevocably to have waived his or her your entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(m) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her Option grant.
Appears in 1 contract
Nature of Grant. In accepting the grant, the Optionee acknowledges that:
: (a1) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Option Agreement;
; (b2) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
; (c3) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
; (d4) the Optionee’s participation in the Plan will shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
cause; (e5) the Optionee is voluntarily participating in the Plan;
; (f6) the Option is 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 the Optionee’s employment contract, if any;
; (g7) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
; (h) 8) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary subsidiary or affiliate of the Company;
; (i9) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
; (j10) if the underlying Common Shares do not increase in value, the Option will have no value;
; (k11) if the Optionee exercises his or her the Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
Exercise Price; (l12) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Option Agreement, the Optionee will shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
and (m13) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of his or her the Option grant.
Appears in 1 contract
Nature of Grant. In accepting the grantthis Option, the Optionee Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the OptioneeGrantee’s participation in the Plan will is voluntary;
(e) the Grantee’s participation in the Plan shall not create a right to further employment with the Employer Company or any Subsidiary and shall not interfere with the ability of the Employer Company or any Subsidiary to terminate the OptioneeGrantee’s employment relationship at any time with or without Cause;
(e) the Optionee is voluntarily participating in the Plantime;
(f) the this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, any Subsidiary and which is outside the scope of the OptioneeGrantee’s employment or service contract, if any;
(g) the future value of the Shares underlying this Option is unknown and cannot be predicted with certainty;
(h) if the Grantee exercises this Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(i) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Option resulting from the Grantee’s termination of service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of this Option to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company and/or any Subsidiary, waives the Grantee’s ability, if any, to bring any such claim, and releases the Company and/or any 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, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(j) for a Grantee residing outside of the U.S.A:
(A) this Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;
(B) this Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, 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, to past services for the Company or the Employer;
(h) in the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
(i) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;
(j) if the underlying Common Shares do not increase in value, the Option will have no value;
(k) if the Optionee exercises his or her Option and obtains Common Shares, the value of those Common Shares acquired upon exercise may increase or decrease in value, even below the purchase price;
(l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise of the Option resulting from termination of the Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee 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, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claimSubsidiary; and
(mC) in the event of the Grantee’s termination of the Optionee’s employment service (whether or not in breach of local labor laws), the OptioneeGrantee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’s active employment service; and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Optionee Grantee is no longer actively employed providing service for purposes of his or her Option grantthis Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (MSC Industrial Direct Co Inc)
Nature of Grant. In accepting the grant, the Optionee acknowledges Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CompanyGrantor, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Grantor at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the CompanyGrantor;
(d) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment relationship at any time with or without Cause;
(e) the Optionee Participant is voluntarily participating in the Plan;
(fe) the Option is and any shares of Common Stock subject to the Option are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company Grantor or the Employerany Subsidiary, and which is outside the scope of the OptioneeParticipant’s employment or service contract, if any;
(gf) the Option is and any shares of Common Stock subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension pension, retirement or retirement welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way toway, to past services for the Company Grantor or the Employerany Subsidiary;
(hg) in the event that the Optionee Participant is not an employee Employee of the CompanyGrantor, the Option grant and Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the CompanyGrantor; and and, furthermore, the Option grant and Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Employer or any Subsidiary of the CompanySubsidiary;
(ih) the future value of the underlying shares of Common Shares Stock is unknown and cannot be predicted with certainty;
(j) ; if the underlying Common Shares shares do not increase in value, the Option will have no value;
(ki) if Participant exercises the Optionee exercises his or her Option and obtains acquires shares of Common SharesStock, the value of those Common Shares acquired upon exercise such shares may increase or decrease in value, even below the purchase exercise price;
(lj) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Common Shares purchased through exercise forfeiture of the Option resulting from termination of the OptioneeParticipant’s employment by the Company Grantor or the Employer any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and, in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant agrees never to institute any claim against the Grantor or any Subsidiary, waives the ability, if any, to bring any such claim and the Optionee irrevocably releases the Company Grantor and the Employer any Subsidiary from any such claim that may ariseclaim; if, if notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing this Agreementparticipating in the Plan, the Optionee Participant will be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(k) the Grantor is not providing any tax, legal or financial advice, nor is the Grantor making any recommendations regarding participation in the Plan; and
(ml) in the event of termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right Participant is xxxxxx advised to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Optionee 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 termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the Optionee’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 Optionee is no longer actively employed for purposes of consult with his or her Option grantown personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
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