Common use of Nature of Grant Clause in Contracts

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 8 contracts

Samples: Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)

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Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the AwardPerformance Share Units, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of : (a) the grant of the AwardPerformance Share Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Share Units, or benefits in lieu of Performance Share Units even if Performance Share Units have been granted repeatedly in the past; (b) all decisions with respect to future awards of Performance Share Units, if any, will be at the Participant's employment terminates, unless otherwise provided in the Agreement or by sole discretion of the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement ; (whether with the Company or any Affiliate, including the Employerc) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock Shares is unknown and unpredictable. The Participant also understands that the grant cannot be predicted with certainty; (d) in consideration of the Award would award of Performance Share Units, no claim or entitlement to compensation or damages shall arise from termination of the Performance Share Units or any diminution in value of the Performance Share Units or Shares received when the Performance Share Units are earned resulting from the Participant’s termination of employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local employment laws), and Participant irrevocably releases the Company and/or the Affiliate from any such claim that may arise; (e) in the event of involuntary termination of Participant’s employment (whether or not in breach of local employment laws), Participant’s right to receive Performance Share Units and vesting under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be made but extended by any notice period mandated under local law or contract, and the Company shall have the exclusive discretion to determine when Participant is no longer actively employed for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all purposes of the assumptions be mistaken Performance Share Units; (f) 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 conditions not be met for underlying Shares; and (g) Participant is xxxxxx advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any reason, the grant of the Award and any right action related to the underlying shares of Stock shall be null and voidPlan.

Appears in 7 contracts

Samples: Performance Share Unit Agreement (Red Hat Inc), Share Unit Agreement (Red Hat Inc), Share Unit Agreement (Red Hat Inc)

Nature of Grant. This provision supplements the "Acknowledgement of Nature of Grant" provision Award section of the AppendixAward Agreement including this Exhibit B: In accepting the this Award, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the Plan. The Participant understands You understand and agrees agree that, as a condition of the grant of the this Award, if except as provided for in the Participant's employment terminatesAward Agreement, the termination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Award that has not vested on the date of termination. You understand and agree that, unless otherwise provided in the Agreement Award Agreement, the vesting and settlement of this Award is expressly conditioned on your continuous Service such that if your employment or by the Companyrendering of Service terminates for any reason whatsoever, any unvested portion this Award will cease vesting immediately effective as of the Award shall be forfeited without entitlement to the underlying Stock or to date of such termination for any amount as indemnification in the event of a termination, reason including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands Furthermore, you understand that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant this Award under the Award Plan to individuals who may be employees of the Company or an any Affiliate. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, its Affiliates on an ongoing basis, basis other than as expressly to the extent set forth in the Award Agreement. Consequently, the Participant understands you understand that the this Award is granted on the assumption and condition that this Award and the Award Shares issued upon settlement shall not become a part of any employment or service agreement contract (whether either with the Company Company, the Employer or any other Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands you understand that the grant of the this Award would not be made to you but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant to you of the this Award and any right to the underlying shares of Stock shall be null and void.. NOTIFICATIONS

Appears in 6 contracts

Samples: Performance Award Agreement, Additional Matching Restricted Stock Unit Award Agreement (Restaurant Brands International Inc.), Restricted Stock Unit Award Agreement (Restaurant Brands International Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's ’s employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock cash or Stock, if any, or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock Stock, if any, is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock Stock, if any, shall be null and void.

Appears in 5 contracts

Samples: Restricted Stock Unit Award Agreement (Loyalty Ventures Inc.), Omnibus Incentive Plan (Loyalty Ventures Inc.), Non Employee Director Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's ’s employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 5 contracts

Samples: Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 7 of the AppendixAgreement: In By accepting the LTI Award, the Participant Grantee acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan and the Agreement. The Participant Grantee understands that the Company has unilaterally, gratuitously and agrees thatdiscretionally decided to grant the LTI Award under the Plan to individuals who may be employed by the Company or its Subsidiaries or affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that the grant will not economically or otherwise bind the Company or any of its Subsidiaries or affiliates on an ongoing basis other than as set forth in the applicable award agreement. Consequently, the Grantee understands that the LTI Award is granted on the assumption and condition that the LTI Award and any Shares subject to the vesting of the Stock Units shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Additionally, the Grantee understands that the vesting of the Stock Units covered by the LTI Award is expressly conditioned on the Grantee's continued and active rendering of service to the Company or the employer, as applicable, such that if the Grantee's employment terminates for any reason, except death, Disability, Retirement and certain circumstances at a condition Change in Control, the Stock Units will cease vesting immediately effective as of the grant date of the Award, if the Participant's cessation of active employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, includingreason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with causecause (i.e., subject to a "despido improcedente"), disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 4 contracts

Samples: Performance Stock Unit Agreement (Pra Group Inc), Performance Stock Unit Agreement (Pra Group Inc), Performance Stock Unit Agreement (Pra Group Inc)

Nature of Grant. This provision supplements the "Acknowledgment of Nature of Grant" provision Award section of the AppendixAward Agreement including this Appendix A: In accepting the Awardthis Option, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the Plan. The Participant understands You understand and agrees agree that, as a condition of the grant of the Awardthis Option, if the Participant's employment terminates, unless otherwise except as provided for in the Agreement or by Award Agreement, the Companytermination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not vested on the date of termination. In particular, you understand and agree that any unvested portion Option as of your termination date and any vested Option not exercised within the period set forth in the Award shall Agreement following your termination date will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, Retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands Furthermore, you understand that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant options under the Award Plan to individuals who may be employees of the Company or an any Affiliate. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, its Affiliates on an ongoing basis, basis other than as expressly to the extent set forth in the Award Agreement. Consequently, the Participant understands you understand that the Award this Option is granted on the assumption and condition that this Option and the Award Shares issued upon exercise shall not become a part of any employment or service agreement Service contract (whether either with the Company Company, the Employer or any other Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands you understand that the grant of the Award this Option would not be made to you but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant to you of the Award and any right to the underlying shares of Stock this Option shall be null and void.. NOTIFICATIONS

Appears in 4 contracts

Samples: Option Award Agreement (Burger King Worldwide, Inc.), Matching Option Award Agreement (Burger King Worldwide, Inc.), Option Award Agreement (Burger King Worldwide, Inc.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 12 of the AppendixAgreement: In accepting the AwardOption, the Participant Optionee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant Optionee understands and agrees that, as a condition of the grant of the AwardOption, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Optionee’s employment terminatesfor any reason (including for the reasons listed below) will automatically result in the loss of the Option that may have been granted to the Optionee and that have not vested on the date of termination. In particular, unless otherwise provided the Optionee understands and agrees that any unvested Option as of Optionee’s termination date and any vested Option not exercised within the period set forth in the Agreement or by the Company, any unvested portion of the Award shall following Optionee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Option under the Plan to individuals who may be employees of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award Grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant Optionee understands that the Award Option is granted on the assumption and condition that the Award Option and the shares of Common Stock issued upon exercise shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardOption, which is gratuitous and discretionary, since the future value of the Award Option and the underlying shares of Common Stock is unknown and unpredictable. The Participant also In addition, the Optionee understands that the grant of the Award Option would not be made to the Optionee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to the grant Optionee of the Award and any right to the underlying shares of Stock Option shall be null and void.. NOTIFICATIONS

Appears in 4 contracts

Samples: Non Qualified Global Stock Option Agreement (Mondelez International, Inc.), Non Qualified Global Stock Option Agreement (Mondelez International, Inc.), Non Qualified Global Stock Option Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements Section 1 of Addendum A to the "Nature of Grant" provision of the AppendixAgreement titled “No Acquired Rightsˮ: In accepting the Award, the Participant consents to participation participate in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant performance share awards under the Award Plan to individuals who may be employees of the Company or an AffiliateAffiliate throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any an Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall and any Shares issued are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of Participant will not be entitled to continue vesting in the Award and the underlying Stock is unknown and unpredictableafter termination of Participant’s service. The In addition, Participant also understands that the grant of the Award would not be made granted to Participant but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Stock Award shall be null and void.. Further, the vesting of the Award is expressly conditioned on Participant’s continued service, such that upon termination of Participant’s service for any reason whatsoever, the Award may cease vesting immediately, in whole or in part, effective on the date of termination of Participant’s service (as determined by the Agreement). This will be the case, for example, even if (1) Participant is dismissed for disciplinary or objective reasons; or (2) Participant’s termination of service is due to a unilateral breach of contract by the Company or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participant may automatically lose any rights to the Award to the extent not vested on the date of Participant’s termination of service, as described in the Plan and the Agreement. SWITZERLAND

Appears in 4 contracts

Samples: Performance Share Award Agreement (Genpact LTD), Performance Share Award Agreement (Genpact LTD), Restricted Share Unit Issuance Agreement (Genpact LTD)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Award, the Participant consents acknowledges, understands and agrees that: a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended, or terminated by the Company at any time, to the extent permitted by the Plan; b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future awards, or benefits in lieu of awards, even if awards have been granted in the past; c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; d) the Participant’s participation in the Plan is voluntary; e) the Award and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of any Stock underlying or acquired pursuant to the Award, if and the Participant's employment terminatesincome and value of same, unless otherwise provided in the Agreement are not part of normal or by the Company, expected compensation or salary for any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a terminationpurposes, including, but not limited to: without limitation, calculating any severance, resignation, disciplinary dismissal adjudged to be with causetermination, disciplinary dismissal adjudged redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or recognized to be without cause, individual retirement or collective layoff on objective grounds, whether adjudged to be with cause welfare benefits or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employersimilar payments; f) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty; g) unless otherwise agreed with the underlying Stock Company, the Award is unknown and unpredictable. The not granted as consideration for, or in connection with, the service the Participant also understands that the grant may provide as a director of any Affiliate; h) no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of this Award resulting from termination of the Award would not Participant’s employment relationship (for any reason whatsoever and regardless of whether later found to be made but for invalid or in breach of applicable laws in the assumptions and conditions set forth hereinabove; thus, jurisdiction where the Participant understands, acknowledges and freely accepts that, should any is employed or all the terms of the assumptions be mistaken or any of the conditions not be met for any reasonParticipant’s employment agreement, the grant of the Award and any right to the underlying shares of Stock shall be null and void.if any);

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 13 of the AppendixAgreement: In accepting the AwardDeferred Stock Units, the Participant Employee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant Employee understands and agrees that, as a condition of the grant of the AwardDeferred Stock Units, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Employee’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyDeferred Stock Units that may have been granted to the Employee and that have not vested on the date of termination. In particular, the Employee understands and agrees that any unvested portion Deferred Stock Units as of the Award shall Employee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Employee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Deferred Stock Units under the Plan to individuals who may be employees of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award Grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant Employee understands that the Award is Deferred Stock Units are granted on the assumption and condition that the Award Deferred Stock Units and the shares of Common Stock issued upon vesting shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant Employee understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardDeferred Stock Units, which is gratuitous and discretionary, since the future value of the Award and the underlying shares of Common Stock is unknown and unpredictable. The Participant also In addition, the Employee understands that the grant of the Award Deferred Stock Units would not be made to the Employee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Employee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to the grant Employee of the Award and any right to the underlying shares of Deferred Stock Units shall be null and void.. NOTIFICATIONS

Appears in 3 contracts

Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.), Global Deferred Stock Unit Agreement (Mondelez International, Inc.), Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

Nature of Grant. This provision The following section supplements the "Nature of Grant" provision Section 20 of the AppendixAgreement: In accepting the Awardgrant of the RSUs, the Participant acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant the RSUs under the Plan to individuals who may be employees of the Company or a Subsidiary or Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Subsidiary or Affiliate over and above the specific terms provided in the Plan and Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and the shares of Common Stock issued upon settlement shall not become a part of any employment contract (either with the Company or any Subsidiary of Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise expressly provided for by the Company or set forth in the Agreement or by Agreement, the Company, any unvested portion of the Award shall RSUs will be forfeited cancelled without entitlement to any shares of Common Stock if the underlying Stock or Participant ceases to be a Participant for any amount as indemnification in the event of a terminationreason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., individual or collective layoff on objective grounds, whether adjudged subject to be with cause or adjudged or recognized to be without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterallyCompany, gratuitously and in its sole discretion decided to grant discretion, shall determine the Award to individuals who may be employees date when the Participant’s status as a Participant has terminated for purposes of the Company or an AffiliateRSUs. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. ConsequentlyIn addition, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the this grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Stock RSUs shall be null and void.

Appears in 3 contracts

Samples: Restricted Stock Unit Grant Agreement (Sabre Corp), Grant Agreement (Sabre Corp), Grant Agreement (Sabre Corp)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Awardgrant hereunder, the Participant consents to participation in the Plan and Executive acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of : (i) the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or 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 unvested portion time; (ii) the Executive has read the Plan and any Options granted under it shall be subject to all of the Award shall be forfeited without entitlement to terms and conditions of the underlying Stock or to any amount as indemnification in the event of a terminationPlan, including, including but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification the power of the Committee to interpret and determine the terms of employment under Article 41 and provisions of the Workers' Statute, relocation under Article 40 Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Workers' StatutePlan, Article 50 all of which interpretations and determinations shall be final and binding; (iii) the Workers' StatuteOption does not create any contractual or other right to receive future grants of Options, unilateral withdrawal by benefits in lieu of Options, or any other Plan benefits in the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and future; (iv) nothing contained in its sole discretion decided this Agreement is intended to grant the Award to individuals who may be employees of create or enlarge any other contractual obligations between the Company or an Affiliate. The decision is limited the Employer and entered into based upon the express assumption and condition that Executive; (v) any Award will not economically or otherwise bind grant under the Company or any AffiliatePlan, including any grant of Options, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (vi) the Employer, on an ongoing basis, other than as expressly set forth Executive is voluntarily participating in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement Plan; (whether with the Company or any Affiliate, including the Employervii) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and Shares underlying the underlying Stock Option granted hereunder is unknown and unpredictablecannot be predicted with certainty; and (viii) neither the Company, the Employer nor any of their respective Subsidiaries shall be liable for any change in value of the Option, the amount realized upon settlement 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. The Participant also understands Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions of any Option to correct for any windfalls or shortfalls in such Option which, in the Committee's determination, arise from factors beyond the Executive's control; provided, however, that the grant Committee's authority with respect to any Option to a "covered employee," as defined in Section 162(m)(3) of the Award would not be made but for the assumptions and conditions set forth hereinabove; thusCode, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null limited to decreasing, and voidnot increasing, such Option.

Appears in 3 contracts

Samples: Stock Option Agreement (Grainger W W Inc), Stock Option Agreement (Grainger W W Inc), Stock Option Agreement (Grainger W W Inc)

Nature of Grant. This provision The following section supplements the "Nature of Grant" provision Section 20 of the AppendixAgreement: In accepting the Awardgrant of the RSUs, the Participant acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant the RSUs under the Plan to individuals who may be employees of the Company or a Subsidiary or Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Subsidiary or Affiliate over and above the specific terms provided in the Plan and Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and the shares of Common Stock issued upon settlement shall not become a part of any employment contract (either with the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise expressly provided for by the Company or set forth in the Agreement or by Agreement, the Company, any unvested portion of the Award shall RSUs will be forfeited cancelled without entitlement to any shares of Common Stock if the underlying Stock or Participant ceases to be a Participant for any amount as indemnification in the event of a terminationreason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., individual or collective layoff on objective grounds, whether adjudged subject to be with cause or adjudged or recognized to be without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterallyCompany, gratuitously and in its sole discretion decided to grant discretion, shall determine the Award to individuals who may be employees date when the Participant’s status as a Participant has terminated for purposes of the Company or an AffiliateRSUs. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. ConsequentlyIn addition, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the this grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Stock RSUs shall be null and void.

Appears in 3 contracts

Samples: Restricted Stock Unit Grant Agreement (Sabre Corp), Grant Agreement (Sabre Corp), Grant Agreement (Sabre Corp)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the RSU Award, the Participant consents Grantee acknowledges that: (1) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (2) the grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan, or benefits in lieu of Awards under the Plan, even if Awards under the Plan have been granted repeatedly in the past; (3) all decisions with respect to future Awards, if any, will be at the sole discretion of the Company; (4) the Grantee’s participation in the Plan shall not create a right to further employment with the Grantee’s employer (the “Employer”) and acknowledges that Participant has received a copy shall not interfere with the ability of the Employer to terminate the Grantee’s employment relationship at any time, for any or no reason to the extent permitted under applicable law; (5) the Grantee is voluntarily participating in the Plan. The Participant understands ; (6) the RSU Award and agrees thatthe shares of Stock subject to the RSU Award are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any of its Subsidiaries, as a condition including the Employer, and are outside the scope of the grant of Grantee’s employment contract, if any; (7) the RSU Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion shares of the Award shall be forfeited without entitlement Stock subject to the underlying RSU Award and the income and value of same are not intended to replace any pension rights or compensation; (8) the RSU Award, the shares of Stock subject to the RSU Award and the income and value of same are not part of normal or to expected compensation or salary for any amount as indemnification in the event of a terminationpurposes, including, but not limited to: , calculating any severance, resignation, disciplinary dismissal adjudged to 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 with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without causerelating in any way to, individual past services for the Company, the Employer or collective layoff on objective grounds, whether adjudged to be with cause any Subsidiary or adjudged or recognized to be without cause, material modification Affiliate of the terms of employment under Article 41 of Company; (9) the Workers' Statute, relocation under Article 40 of RSU Award and the Workers' Statute, Article 50 of Grantee’s participation in the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award Plan will not economically be interpreted to form an employment contract or otherwise bind relationship with the Company or any Subsidiary or Affiliate; (10) the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty; (11) in consideration of the grant of the RSU Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award resulting from termination of the Grantee’s employment with the Company or any of its Subsidiaries, including the Employer, on an ongoing basisfor any reason whatsoever and whether or not in breach of local labor laws (or later found invalid), other than as expressly set forth in and the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with Grantee irrevocably releases the Company or any Affiliateand its Subsidiaries, including the Employer, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Grantee shall be deemed irrevocably to have waived the Grantee’s entitlement to pursue such claim; (12) in the event of termination of the Grantee’s employment (whether or not in breach of local labor laws), the Grantee’s right to vest in the RSU Award under the Plan, if any, will terminate effective as of the date that the Grantee is no longer actively employed and shall will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the RSU Award (including whether the Grantee shall be considered actively employed while on a mandatory benefitleave of absence); (13) the RSU Award and the benefits under the Plan, salary if any, do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Company in its discretion, to have the RSU 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 Stock; and (14) neither the Company nor any of its Affiliates shall be liable for any purpose (including severance compensation) or any other right whatsoever. Furthermore, exchange rate fluctuation between the Participant understands Grantee’s local currency and freely accepts the U.S. dollar that there is no guarantee that any benefit whatsoever shall arise from may affect the grant of the Award, which is gratuitous and discretionary, since the future value of the RSU Award and or any amounts due to the underlying Stock is unknown and unpredictable. The Participant also understands that Grantee pursuant to the grant settlement of the RSU Award would not be made but for or the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should subsequent sale of any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and voidacquired upon settlement of the RSU Award.

Appears in 3 contracts

Samples: Award Agreement (Wyndham Destinations, Inc.), Award Agreement (Wyndham Destinations, Inc.), Award Agreement (Wyndham Hotels & Resorts, Inc.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 9 of the AppendixAgreement: In accepting the AwardLTI Xxxxx, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardLTI Xxxxx, if except as provided for in paragraph 3 of the Agreement, the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyLTI Xxxxx that may have been granted to the Participant and that have not vested on the date of termination. In particular, the Participant understands and agrees that any unvested portion LTI Grants as of the Award shall Participant’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant make the Award LTI Xxxxx under the Plan to individuals who may be employees Participants of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award LTI Grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant understands that the Award LTI Xxxxx is granted made on the assumption and condition that the Award LTI Grant and the shares of Common Stock issued shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardLTI Grant, which is gratuitous and discretionary, since the future value of the Award and the underlying shares of Common Stock is unknown and unpredictable. The In addition, the Participant also understands that the grant of the Award LTI Xxxxx would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right LTI Xxxxx made to the underlying shares of Stock Participant shall be null and void.. NOTIFICATIONS

Appears in 3 contracts

Samples: Grant Agreement (Mondelez International, Inc.), Term Incentive Grant Agreement (Mondelez International, Inc.), Term Incentive Grant Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Awardgrant hereunder, the Participant consents to participation in the Plan and Executive acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of : (i) the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or 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 unvested portion time; (ii) the Executive has read the Plan and any Awards granted under it shall be subject to all of the Award shall be forfeited without entitlement to terms and conditions of the underlying Stock or to any amount as indemnification in the event of a terminationPlan, including, including but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification the exclusive right of the Committee to interpret and determine the terms of employment under Article 41 and provisions of the Workers' Statute, relocation under Article 40 Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Workers' StatutePlan, Article 50 all of the Workers' Statute, unilateral withdrawal by the Employer, which interpretations and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously determinations shall be final and in its sole discretion decided to grant binding; (iii) the Award does not create any contractual or other right to individuals who may be employees receive future grants of Awards, benefits in lieu of Awards, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or an Affiliate. The decision is limited the Employer and entered into based upon the express assumption and condition that Executive; (v) any Award will not economically or otherwise bind grant under the Company or any AffiliatePlan, including any grant of Awards, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (vi) the Employer, on an ongoing basis, other than as expressly set forth Executive is voluntarily participating in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement Plan; (whether with the Company or any Affiliate, including the Employervii) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Shares underlying the Award and the underlying Stock granted hereunder is unknown and unpredictable. The Participant also understands that cannot be predicted with certainty; and (viii) neither the grant Company, the Employer nor any of their respective Subsidiaries shall be liable for any change in value of the Award, the amount realized upon settlement of the Award would not be made but for or the assumptions amount realized upon a subsequent sale of any Shares acquired upon settlement of the Award, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions set forth hereinaboveof any Award to correct for any windfalls or shortfalls in such Award which, in the Committee’s determination, arise from factors beyond the Executive’s control; thusprovided, however, that the Participant understands, acknowledges and freely accepts that, should Committee’s authority with respect to any or all Award to a “covered employee,” as defined in Section 162(m)(3) of the assumptions be mistaken or any of the conditions not be met for any reasonCode, the grant of the Award and any right to the underlying shares of Stock shall be null limited to decreasing, and voidnot increasing, such Award.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Grainger W W Inc), Stock Option Agreement (Grainger W W Inc)

Nature of Grant. This provision supplements Section 1 of the "Restricted Stock Unit Award Agreement and the above “Nature of Grant" provision of the Appendix: In accepting the Award, the Participant consents to participation participate in the Plan and acknowledges that Participant has having received and read a copy of the Plan. Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant awards under the Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate over and above the specific terms of the Plan and this Award Agreement. Consequently, Participant understands that the Award is granted on the assumption and condition that such Award and any Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Participant understands that the Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of the Award shall be null and void. Further, Participant understands and agrees that, as a condition of the grant of the Award, if except as provided for in Section 1 of the Restricted Stock Unit Award Agreement, Participant's ’s termination of employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyRSUs to the extent the RSUs have not vested as of the date Participant is no longer actively employed. In particular, except as provided for in Section 1 of the Restricted Stock Unit Award Agreement, Participant understands and agrees that (i) any unvested portion of the Award shall RSUs as of the date Participant’s active employment ends will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 2 contracts

Samples: Global Restricted Stock Unit Award Agreement (Trane Technologies PLC), Restricted Stock Unit Award Agreement (Ingersoll-Rand PLC)

Nature of Grant. This The following provision supplements the "Section 6(d) - Nature of Grant" provision Grant of the AppendixAgreement: In accepting the Award, the Participant Executive consents to participation in the Plan and acknowledges that Participant the Executive has received a copy of the Plan. The Participant Executive understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Awards under the Plan to individuals who may be employees of the Company, the Employer, or any member of the Combined Group and its Affiliates throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company, the Employer, or any member of the Combined Group and its Affiliates. Consequently, the Executive understands that the Award is granted on the assumption and condition that the Award and any Shares issued upon settlement of the Award are not a part of any employment contract (either with the Company or any member of the Combined Group and its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Executive understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise expressly provided for by the Company or set forth in the Agreement or by the CompanyAgreement, any unvested portion of the Award shall will be forfeited cancelled without entitlement to any Shares if the underlying Stock or Executive ceases to be an eligible Executive for any amount as indemnification in the event of a terminationreason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causecause (i.e., individual or collective layoff on objective grounds, whether adjudged subject to be with cause or adjudged or recognized to be without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterallyCommittee, gratuitously and in its sole discretion decided to grant discretion, shall determine the Award to individuals who may be employees of date when the Company or Executive's status as an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary eligible Executive has terminated for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant purposes of the Award. In addition, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Executive understands that the this grant of the Award would not be made to the Executive but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Executive acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant of of, or right to, the Award and any right to the underlying shares of Stock shall be null and void.. NOTIFICATIONS

Appears in 2 contracts

Samples: Management Incentive Plan Tied Restricted Stock Unit Agreement (Carnival PLC), Restricted Stock Unit Agreement (Carnival PLC)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the AppendixGrant section above: In accepting the AwardOption, the Participant consents to participation in the Plan and Optionee acknowledges that Participant he or she has received a copy of the Plan, has reviewed and understands the Plan and agrees to participation in the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Optionee further understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Options under the Award Plan to individuals who may be employees of the Company or an Affiliateany Subsidiary or Affiliate throughout the world. The decision to grant the Options is a limited and decision that is entered into based upon the express assumption and condition that any Award Option grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Subsidiary or Affiliate on an ongoing basis, basis other than as expressly set forth in the this Agreement. Consequently, the Participant Optionee understands that the Award any grant is granted given on the assumption and condition that the Award it shall not become a part of any employment or service agreement contract (whether either with the Company or any Subsidiary or Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is any gratuitous and discretionary, discretionary grant since the future value of the Award Option and the underlying Stock Shares is unknown and unpredictable. The Participant also Additionally, the Optionee understands that the grant vesting and exercisability of the Award Option is expressly conditioned on the Optionee’s continued and active rendering of service to the Employer such that, except as specifically provided in Section 2 of the Agreement, if the Optionee’s employment terminates for any reason whatsoever, the Optionee’s Option will cease vesting immediately effective as of the date of termination of his or her employment and any post-termination exercisability period will be measured from such date. This will be the case, for example, even if (a) the Optionee is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (b) the Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Optionee terminates service due to a change of work location, duties or any other employment or contractual condition; (d) the Optionee terminates service due to the Company’s or any Subsidiary’s or Affiliate’s unilateral breach of contract; or (e) the Optionee’s employment terminates for any other reason whatsoever. Consequently, upon termination of employment for any of the above reasons, the Optionee will automatically lose any rights to Options granted that were unvested on the date of termination of the Optionee’s employment, as described in the Agreement. Finally, the Optionee understands that this grant would not be made to him or her but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant of the Award and any right to the underlying shares of Stock Options shall be null and void.. SWITZERLAND

Appears in 2 contracts

Samples: Employee Stock Option Agreement (Idexx Laboratories Inc /De), Ceo Stock Option Agreement (Idexx Laboratories Inc /De)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 13 of the AppendixAgreement: In accepting the AwardDeferred Stock Units, the Participant Employee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant Employee understands and agrees that, as a condition of the grant of the AwardDeferred Stock Units, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Employee’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyDeferred Stock Units that may have been granted to the Employee and that have not vested on the date of termination. In particular, the Employee understands and agrees that any unvested portion Deferred Stock Units as of the Award shall Employee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Employee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Deferred Stock Units under the Plan to individuals who may be employees of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant Employee understands that the Award is Deferred Stock Units are granted on the assumption and condition that the Award Deferred Stock Units and the shares of Common Stock issued upon vesting shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant Employee understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardDeferred Stock Units, which is gratuitous and discretionary, since the future value of the Award and the underlying shares of Common Stock is unknown and unpredictable. The Participant also In addition, the Employee understands that the grant of the Award Deferred Stock Units would not be made to the Employee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Employee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to the grant Employee of the Award and any right to the underlying shares of Deferred Stock Units shall be null and void.. NOTIFICATIONS

Appears in 2 contracts

Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.), Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements the "Acknowledgement of Nature of Grant" provision Award section of the AppendixAward Agreement including this Appendix A: In accepting the Awardthis Option, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the Plan. The Participant understands You understand and agrees agree that, as a condition of the grant of this Option, except as provided for in the AwardAward Agreement, if the Participant's employment terminatestermination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not vested on the date of termination. In particular, you understand and agree that, unless otherwise provided for in the Agreement or by the CompanyAward Agreement, any unvested portion Option as of your termination date and any vested Option not exercised within the period set forth in the Award shall Agreement following your termination date will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands Furthermore, you understand that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant this Option under the Award Plan to individuals who may be employees of the Company or an any Affiliate. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, its Affiliates on an ongoing basis, basis other than as expressly to the extent set forth in the Award Agreement. Consequently, the Participant understands you understand that the Award this Option is granted on the assumption and condition that this Option and the Award Shares issued upon exercise shall not become a part of any employment or service agreement contract (whether either with the Company Company, the Employer or any other Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands you understand that the grant of the Award this Option would not be made to you but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant to you of the Award and any right to the underlying shares of Stock this Option shall be null and void.. NOTIFICATIONS

Appears in 2 contracts

Samples: Additional Matching Option Award Agreement (Restaurant Brands International Inc.), Option Award Agreement (Restaurant Brands International Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Awardgrant hereunder, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of : (i) the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or 2022 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 unvested portion time; (ii) the Participant has read the 2022 Plan and any PSUs granted under it shall be subject to all of the Award shall be forfeited without entitlement to terms and conditions of the underlying Stock or to any amount as indemnification in the event of a termination2022 Plan, including, including but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification the power of the Committee to interpret and determine the terms of employment under Article 41 and provisions of the Workers' Statute, relocation under Article 40 2022 Plan and this Award Agreement and to make all determinations necessary or advisable for the administration of the Workers' Statute2022 Plan, Article 50 all of which interpretations and determinations shall be final and binding; (iii) the Workers' StatutePSU does not create any contractual or other right to receive future grants of PSUs, unilateral withdrawal by benefits in lieu of PSUs, or any other Plan benefits in the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and future; (iv) nothing contained in its sole discretion decided this Award Agreement is intended to grant the Award to individuals who may be employees of create or enlarge any other contractual obligations between the Company or an Affiliate. The decision is limited the Employer and entered into based upon the express assumption and condition that Participant; (v) any Award will not economically or otherwise bind grant under the Company or any Affiliate2022 Plan, including any grant of PSUs, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (vi) the Employer, on an ongoing basis, other than as expressly set forth Participant is voluntarily participating in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement 2022 Plan; (whether with the Company or any Affiliate, including the Employervii) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award Shares underlying the PSUs granted hereunder is unknown and cannot be predicted with certainty; (viii) neither the Company, the Employer nor any of their respective Subsidiaries shall be liable for any change in value of the PSUs, the amount realized upon settlement of the PSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the PSUs, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate, and (ix) the PSUs and the underlying Stock is unknown Shares are not granted to the Participant for prior services rendered to the Company, the Employer or any Subsidiaries. Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and unpredictable. The Participant also understands conditions of any award of PSUs to correct for any windfalls or shortfalls in such PSUs which, in the Committee's determination, arise from factors beyond the Participant's control; provided, however, that the grant Committee's authority with respect to any Award to a "covered employee, " as defined in Section 162(m)(3) of the Award would not be made but for the assumptions and conditions set forth hereinabove; thusCode, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null limited to decreasing, and voidnot increasing, such PSU.

Appears in 2 contracts

Samples: Stock Unit Award Agreement (W.W. Grainger, Inc.), Performance Stock Unit Award Agreement (W.W. Grainger, Inc.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 12 of the AppendixAgreement: In accepting the AwardOption, the Participant Optionee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant Optionee understands and agrees that, as a condition of the grant of the AwardOption, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Optionee’s employment terminatesfor any reason (including for the reasons listed below) will automatically result in the loss of the Option that may have been granted to the Optionee and that have not vested on the date of termination. In particular, unless otherwise provided the Optionee understands and agrees that any unvested Option as of Optionee’s termination date and any vested Option not exercised within the period set forth in the Agreement or by the Company, any unvested portion of the Award shall following Optionee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Option under the Plan to individuals who may be employees of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant Optionee understands that the Award Option is granted on the assumption and condition that the Award Option and the shares of Common Stock issued upon exercise shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardOption, which is gratuitous and discretionary, since the future value of the Award Option and the underlying shares of Common Stock is unknown and unpredictable. The Participant also In addition, the Optionee understands that the grant of the Award Option would not be made to the Optionee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to the grant Optionee of the Award and any right to the underlying shares of Stock Option shall be null and void.. NOTIFICATIONS

Appears in 2 contracts

Samples: Non Qualified Global Stock Option Agreement (Mondelez International, Inc.), Non Qualified Global Stock Option Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 7 of the AppendixAward Agreement: In accepting the Awardgrant of the Restricted Stock Units, the Participant acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Further, the Participant understands that the Company, in its sole discretion, has unilaterally and agrees thatgratuitously decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate to the extent set forth in the Award Agreement. Consequently, the Participant understands that the Restricted Stock Units are granted on the assumption and condition that such Restricted Stock Units and any Shares acquired upon vesting of the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, or salary for any purposes (including severance compensation) or any other right whatsoever. Further, as a condition of the grant of the Award, if the Participant's employment terminatesRestricted Stock Units, unless otherwise expressly provided for by the Company or set forth in the Agreement or by Award Agreement, the Company, any unvested portion of the Award shall Restricted Stock Units will be forfeited cancelled without entitlement to any Shares if the underlying Stock or to any amount as indemnification in the event of a terminationParticipant Service terminates by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causecause (i.e., individual or collective layoff on objective grounds, whether adjudged subject to be with cause or adjudged or recognized to be without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterallyCommittee, gratuitously and in its sole discretion decided to grant discretion, shall determine the Award to individuals who may be employees date when the Participant’s Service has terminated for purposes of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Restricted Stock is unknown and unpredictableUnits. The Participant also understands that the grant of the Award Restricted Stock Units would not be made granted but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Restricted Stock Units shall be null and void.. Notifications

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Morningstar, Inc.), Restricted Stock Unit Award Agreement (Morningstar, Inc.)

Nature of Grant. This provision supplements Section 1 of Addendum A to the "Nature of Grant" provision of the AppendixAgreement titled “No Acquired Rightsˮ: In accepting the AwardOption, the Participant consents to participation participate in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant share options under the Award Plan to individuals who may be employees of the Company or an AffiliateAffiliate throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any an Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award Option is granted on the assumption and condition that the Award shall Option and any Shares issued are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from Participant will not be entitled to continue vesting in the grant Option after termination of the AwardParticipant’s service. In addition, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award Option would not be made granted to Participant but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award Option and any right to the underlying shares of Stock Option shall be null and void.. Further, the vesting of the Option is expressly conditioned on Participant’s continued service, such that upon termination of Participant’s service for any reason whatsoever, the Option may cease vesting immediately, in whole or in part, effective on the date of termination of Participant’s service (as determined by the Agreement). This will be the case, for example, even if (1) Participant is dismissed for disciplinary or objective reasons; or (2) Participant’s termination of service is due to a unilateral breach of contract by the Company or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participant may automatically lose any rights to the Option to the extent not vested on the date of Participant’s termination of service, as described in the Plan and the Agreement. SWITZERLAND

Appears in 2 contracts

Samples: Share Option Agreement (Genpact LTD), Share Option Agreement (Genpact LTD)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the AwardOption, the Participant consents to participation in Grantee acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees thatit may be modified, as a condition of the grant of the Awardamended, if the Participant's employment terminatessuspended or terminated at any time, unless otherwise provided in the Agreement Plan and this Agreement; (ii) the grant of the Option is voluntary and occasional and does not create any contractual or by 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; (iii) all decisions with respect to future stock option grants, if any, will be at the sole discretion of the Company and the Committee; (iv) the Grantee’s participation in the Plan shall not create a right to further employment with the Company, any unvested portion an Affiliate, or a Subsidiary and shall not interfere with the ability of the Award shall be forfeited Company, an Affiliate, or a Subsidiary to terminate Grantee’s employment relationship at any time with or without entitlement to cause; (v) the underlying Stock or to any amount as indemnification Grantee is voluntarily participating in the event Plan; (vi) the Option is not part of a terminationnormal or expected compensation or salary for any purposes, including, but not limited to: , calculating any severance, resignation, disciplinary dismissal adjudged to be with causetermination, disciplinary dismissal adjudged redundancy, end of service payments, bonuses, long-service awards, pension or recognized to be without cause, individual retirement benefits or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification similar payments; (vii) in the event that the Grantee is not an employee of the terms of employment under Article 41 of the Workers' StatuteCompany, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon , or a Subsidiary, the express assumption and condition that any Award Option grant will not economically be interpreted to form an employment contract or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether relationship with the Company or with any Affiliate, including the EmployerAffiliate or Subsidiary; (viii) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock Shares is unknown and unpredictable. The Participant also understands that cannot be predicted with certainty; (ix) the grant value of Shares acquired upon vesting may increase or decrease in value, and no claim or entitlement to compensation or damages shall arise from termination of the Award Option or from any diminution in value of the Option or Shares received upon vesting of the Option, and the Grantee irrevocably releases the Company and 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 Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (x) in the event of an involuntary termination of the Grantee’s employment (whether or not in breach of local labor laws), the Grantee’s right to receive the Option and vest under the Plan, if any, will, except as otherwise provided in an Employment Agreement, terminate effective as of the date that Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not be made but for include a period of “garden leave” or similar period pursuant to local law); furthermore, in the assumptions and conditions set forth hereinabove; thusevent of involuntary termination of employment (whether or not in breach of local labor laws), the Participant understandsGrantee’s right to receive Shares pursuant to the Option after termination of employment, acknowledges if any, will be measured by the date of termination of Grantee’s active employment and freely accepts that, should will not be extended by any or all notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and voidOption award.

Appears in 2 contracts

Samples: Nonqualified Stock Option Grant (Novell Inc), Nonqualified Stock Option Grant Agreement (Novell Inc)

Nature of Grant. This provision supplements the "Nature of Grant" provision Sections 2.2 and 4.1 of the AppendixAgreement: In accepting the AwardRSUs, the Participant Associate acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant Associate understands and agrees that, as a condition of the grant of the AwardRSUs, if except as provided for in Section 3.1 of the Participant's employment terminatesAgreement, unless otherwise provided the Associate’s Termination of Service for any reason (including for the reasons listed below) will automatically result in the Agreement or by forfeiture the Company, any unvested portion RSUs and loss of the Award shall Shares that may have been granted to the Associate and that have not vested on the Termination Date. In particular, the Associate understands and agrees that the RSUs will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationthe Associate’s Termination of Service prior to vesting by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Associate understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company Company, its Subsidiaries or an Affiliatea Designated Associate Company. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Xxxxxx Group on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant Associate understands that the Award is RSUs are granted on the assumption and condition that the Award RSUs and the Shares underlying the RSUs shall not become a part of any employment or service agreement contract (whether either with the Company Company, the Employer or any Affiliate, including the EmployerSubsidiary or Designated Associate Company) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Associate understands that the grant of the Award RSUs would not be made granted to the Associate but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Associate acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the grant of the then any RSU Award and any right granted to the underlying shares of Stock Associate shall be null and void.. Notifications

Appears in 2 contracts

Samples: Restricted Share Unit Award Agreement, Restricted Share Unit Award Agreement (Willis Group Holdings PLC)

Nature of Grant. This provision supplements the "Nature of Grant" provision ” section of the AppendixAward Agreement: In accepting the AwardRestricted Stock Units, the Participant Awardee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. Further, Awardee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The Participant decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Affiliates on an ongoing basis. Consequently, Awardee understands that the Award is granted on the assumption and condition that the Restricted Stock Units or the shares of Stock acquired upon settlement shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Awardee understands that this Award would not be made to Awardee but for the assumptions and conditions referred to above; thus, Awardee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any Award shall be null and void. Awardee also understands and agrees that, as a condition of the grant and vesting of the AwardRestricted Stock Units, if the Participant's termination of Awardee’s employment terminatesfor any reason (including the reasons listed below), unless otherwise provided in the Agreement or by Restricted Stock Units will cease vesting immediately effective on the Companydate of Awardee’s termination of employment. This will be the case, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification for example, even in the event of a termination, includingtermination of Awardee’s employment by reason of, but not limited to: , resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands Awardee acknowledges that he or she has read and specifically accepts the Company has unilaterally, gratuitously and in its sole discretion decided conditions referred to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption “Termination of Employment” and condition that the Award shall not become part “Nature of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value Grant” sections of the Award and the underlying Stock is unknown and unpredictableAgreement. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.Notifications

Appears in 2 contracts

Samples: Global Restricted Stock Unit Agreement (Citrix Systems Inc), Global Restricted Stock Unit Agreement (Citrix Systems Inc)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 7 of the AppendixAgreement: In By accepting the LTI Award, the Participant Grantee acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan and the Agreement. The Participant Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the LTI Award under the Plan to individuals who may be employed by the Company or its Subsidiaries or affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that the grant will not economically or otherwise bind the Company or any of its Subsidiaries or affiliates on an ongoing basis other than as set forth in the applicable award agreement. Consequently, the Grantee understands that the LTI Award is granted on the assumption and condition that the LTI Award and any Shares subject to the vesting of the Stock Units shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Furthermore, the Grantee understands and agrees thataccepts that there is no guarantee that any benefit whatsoever shall arise from the LTI Award, which is gratuitous and discretionary, since the future value of the LTI Award, and the underlying Shares, is unknown and unpredictable. Additionally, the Grantee understands that the vesting of the Stock Units covered by the LTI Award is expressly conditioned on the Grantee’s continued and active rendering of service to the Company or the employer, as applicable, such that if the Grantee’s employment terminates for any reason, except death, Disability, Retirement and certain circumstances at a condition Change in Control, the Stock Units will cease vesting immediately effective as of the grant date of the Award, if the Participant's cessation of active employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, includingreason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with causecause (i.e., subject to a “despido improcedente”), disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' ’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Pra Group Inc), Performance Stock Unit Agreement (Pra Group Inc)

Nature of Grant. This provision supplements the "Acknowledgement of Nature of Grant" provision Award section of the AppendixAward Agreement including this Appendix A: In accepting the Awardthis Option, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the Plan. The Participant understands You understand and agrees agree that, as a condition of the grant of this Option, except as provided for in the AwardAward Agreement, if the Participant's employment terminatestermination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not vested on the date of termination. In particular, you understand and agree that, unless otherwise provided for in the Agreement or by the CompanyAward Agreement, any unvested portion Option as of your termination date and any vested Option not exercised within the period set forth in the Award shall Agreement following your termination date will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands Furthermore, you understand that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant this Option under the Award Plan to individuals who may be employees of the Company or an any Affiliate. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, its Affiliates on an ongoing basis, basis other than as expressly to the extent set forth in the Award Agreement. Consequently, the Participant understands you understand that the Award this Option is granted on the assumption and condition that this Option and the Award Shares issued upon exercise shall not become a part of any employment or service agreement Service contract (whether either with the Company Company, the Employer or any other Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands you understand that the grant of the Award this Option would not be made to you but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant to you of the Award and any right to the underlying shares of Stock this Option shall be null and void.. NOTIFICATIONS

Appears in 2 contracts

Samples: Base Matching Option Award Agreement (Restaurant Brands International Inc.), Matching Option Award Agreement (Burger King Worldwide, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision The following provisions supplement Section 6 of the AppendixGlobal Restricted Stock Unit Award Agreement: In By accepting the Awardgrant of the RSUs, the Participant consents to participation in the Plan and acknowledges acknowledge that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously, and agrees thatin its sole discretion decided to grant the RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Subsidiary, as a condition of other than to the extent set forth in the Agreement. Consequently, the Participant understands that the grant of the AwardRSUs is made on the assumption and condition that the RSUs and any Shares acquired under the Plan are not part of any service agreement (either with the Company or any Subsidiary), if and shall not be considered a mandatory benefit, compensation for any purpose, or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the RSUs shall be null and void. Further, the Participant understands that unless otherwise set forth in this Agreement, the Participant will not be entitled to continue vesting in the RSUs after termination of the Participant's employment terminates’s Service. This will be the case, unless otherwise provided in the Agreement or by the Companyfor example, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification even in the event of a termination, includingtermination of the Participant’s Service by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment agreement under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Company or Subsidiary and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands acknowledges that the Company Participant has unilaterally, gratuitously read and specifically accepts the conditions referred to in its sole discretion decided to grant the Award to individuals who may be employees Section 6 of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Global Restricted Stock Unit Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.Notifications

Appears in 2 contracts

Samples: Global Restricted Stock Unit Award Agreement (Syneos Health, Inc.), Global Restricted Stock Unit Award Agreement (Syneos Health, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 10 of the AppendixAward Agreement: In By accepting the AwardStock Units, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously, and agrees in its sole discretion decided to grant Stock Units under the Plan to individuals who may be Service Providers throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Parent or Subsidiary, other than to the extent set forth in this Award Agreement. Consequently, Participant understands that the Stock Units are granted on the assumption and condition that the Stock Units and any Shares acquired at vesting of the Stock Units are not part of any employment or service contract (either with the Company or any Parent or Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition, Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that, as a condition should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the AwardStock Units shall be null and void. Further, if the Participant's employment terminates, unless except as otherwise provided in the Agreement or by the Company, any unvested portion of Plan and the Award shall Agreement, Participant understands that he or she will not be forfeited without entitlement entitled to continue vesting in any Stock Units once Participant’s status as a Service Provider terminates. This will be the underlying Stock or to any amount as indemnification case, for example, even in the event of a termination, includingtermination of Participant’s status of a Service Provider by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged adjusted or recognized to be without cause, individual or collective layoff on dismissal or objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer 407411556-v2 and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands acknowledges that Participant has read and specifically accepts the Company has unilaterally, gratuitously vesting and termination conditions in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 2 contracts

Samples: Performance Stock Unit Award Agreement (Fortinet, Inc.), Restricted Stock Unit Award Agreement (Fortinet, Inc.)

Nature of Grant. This The following provision supplements Section 10 of the "PSU Terms (Nature of Grant" provision of the Appendix: In ): By accepting the AwardPSUs, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant Award of PSUs, Participant’s termination of Service will automatically result in cancellation and loss of any unvested PSUs as of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion date of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant PSUs under the Award Plan to individuals who may be employees of providing services to the Company or an AffiliateAffiliate throughout the world. The This decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, Affiliate other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Award is PSUs are granted on the assumption and condition that the Award shall PSUs and any Shares issued upon vesting of the PSUs are not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there agrees that, unless otherwise expressly provided for by the Company or set forth in the Plan or the Award Agreement, the PSUs will be cancelled without entitlement to any Shares underlying the PSUs if Participant’s Service is no guarantee that terminated for any benefit whatsoever shall arise from the grant reason, including, without limitation: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, material modification of the Award, which is gratuitous and discretionary, since the future value terms of employment under Article 41 of the Award and Workers’ Statute, relocation under Article 40 of the underlying Stock is unknown and unpredictableWorkers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when Participant’s Service has terminated for purposes of the PSUs. In addition, Participant also understands that the this grant of the Award would not be made to Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Stock PSUs shall be null and void.. Notifications

Appears in 2 contracts

Samples: Global Performance Stock Unit Agreement (Ciber Inc), Global Performance Stock Unit Agreement (Ciber Inc)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 7 of the AppendixAward Agreement: In accepting the Awardgrant of the Restricted Stock Units, the Participant acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Further, the Participant understands that the Company, in its sole discretion, has unilaterally and agrees thatgratuitously decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate to the extent set forth in the Award Agreement. Consequently, the Participant understands that the Restricted Stock Units are granted on the assumption and condition that such Restricted Stock Units and any Shares acquired upon vesting of the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, or salary for any purposes (including severance compensation) or any other right whatsoever. Further, as a condition of the grant of the AwardRestricted Stock Units, unless otherwise expressly provided for by the Company or set forth in the Award Agreement, the Restricted Stock Units will be cancelled without entitlement to any Shares if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, ’s Service terminates for any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a terminationreason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causecause (i.e., individual or collective layoff on objective grounds, whether adjudged subject to be with cause or adjudged or recognized to be without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterallyCommittee, gratuitously and in its sole discretion decided to grant discretion, shall determine the Award to individuals who may be employees date when the Participant’s Service has terminated for purposes of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Restricted Stock is unknown and unpredictableUnits. The Participant also understands that the grant of the Award Restricted Stock Units would not be made granted but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Restricted Stock Units shall be null and void.. Notifications

Appears in 2 contracts

Samples: 2011 Stock Incentive Plan Restricted Stock Unit Award Agreement (Morningstar, Inc.), Restricted Stock Unit Award Agreement (Morningstar, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the AwardAwards, the Participant consents to participation participate in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in at its sole unilateral discretion decided to grant Awards under the Award Plan to individuals who may be employees of the Company or an AffiliateAffiliate throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreementa subsidiary. Consequently, the Participant understands that the Award is Awards are granted on the assumption and condition that the Award shall Awards and any Shares issued are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerAffiliate thereof) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant Participant will not be entitled to continue vesting in the Awards after termination of the AwardParticipant’s employment or service except as otherwise provided in the Terms and Conditions. In addition, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award Awards would not be made granted to the Participant but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award Awards and any right to the underlying shares of Stock Awards shall be null and void. Further, unless otherwise provided in the Terms and Conditions, the vesting of the Awards is expressly conditioned on the Participant’s continued employment or service, such that, upon termination of the Participant’s employment or service for any reason whatsoever, the Awards may cease vesting immediately, in whole or in part, effective on the date of termination of the Participant’s employment or service (as determined under the Plan and the Terms and Conditions). This will be the case, for example, even if the Participant is dismissed for disciplinary or objective reasons. Consequently, upon the Participant’s termination of employment or service for any of the above reasons, the Participant will automatically lose any rights to the Awards to the extent not vested on the date of the Participant’s termination of employment or service, as described in the Plan and the Terms and Conditions.

Appears in 2 contracts

Samples: Restricted Stock (Warner Music Group Corp.), Restricted Stock (Warner Music Group Corp.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the AppendixGrant section above: In accepting the AwardRSUs, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan, has reviewed and understands the Plan and agrees to participation in the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant further understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant RSUs under the Award Plan to individuals who may be employees of the Company or an Affiliateany Subsidiary or Affiliate throughout the world. The decision to grant the RSUs is a limited and decision that is entered into based upon the express assumption and condition that any Award RSU grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Subsidiary or Affiliate on an ongoing basis, basis other than as expressly set forth in the this Agreement. Consequently, the Participant understands that the Award any grant is granted given on the assumption and condition that the Award it shall not become a part of any employment or service agreement contract (whether either with the Company or any Subsidiary or Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is any gratuitous and discretionary, discretionary grant since the future value of the Award RSUs and the underlying Stock Shares is unknown and unpredictable. The Additionally, the Participant also understands that the grant vesting of the Award RSUs is conditioned on the Participant’s continued and active rendering of service to the Employer such that, except as specifically provided in Section 2 of the Agreement, if the Participant’s employment terminates for any reason whatsoever, the Participant’s RSUs will cease vesting immediately effective as of the date of termination of his or her employment. This will be the case, for example, even if (a) the Participant is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (b) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Participant terminates service due to a change of work location, duties or any other employment or contractual condition; (d) the Participant terminates service due to the Company’s or any Subsidiary’s or Affiliate’s unilateral breach of contract; or (e) the Participant’s employment terminates for any other reason whatsoever. Consequently, upon termination of employment for any of the above reasons, the Participant will automatically lose any rights to RSUs granted that were unvested on the date of termination of the Participant’s employment, as described in the Agreement. Finally, the Participant understands that this grant would not be made to him or her but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant of the Award and any right to the underlying shares of Stock RSUs shall be null and void.. SWEDEN

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Idexx Laboratories Inc /De), Restricted Stock Unit Agreement (Idexx Laboratories Inc /De)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 9 of the AppendixAgreement: In accepting the AwardLTI Grant, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardLTI Grant, if except as provided for in paragraph 3 of the Agreement, the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyLTI Grant that may have been granted to the Participant and that have not vested on the date of termination. In particular, the Participant understands and agrees that any unvested portion LTI Grants as of the Award shall Participant’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant make the Award LTI Grant under the Plan to individuals who may be employees Participants of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant understands that the Award LTI Grant is granted made on the assumption and condition that the Award LTI Grant and the shares of Common Stock issued shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardLTI Grant, which is gratuitous and discretionary, since the future value of the Award and the underlying shares of Common Stock is unknown and unpredictable. The In addition, the Participant also understands that the grant of the Award LTI Grant would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right LTI Grant made to the underlying shares of Stock Participant shall be null and void.. NOTIFICATIONS

Appears in 2 contracts

Samples: Incentive Grant Agreement (Mondelez International, Inc.), Incentive Grant Agreement (Mondelez International, Inc.)

Nature of Grant. This provision section supplements the "Nature Section 1 of Grant" provision of the Appendixthis Exhibit C: In By accepting the AwardPSUs, the Participant consents to participation participate in the Plan and acknowledges that Participant has having received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminatesPSUs, unless otherwise provided set forth in Exhibit A, the termination of the Participant’s employment for any reason will automatically result in the Agreement or by forfeiture of any and all PSUs that have not vested as of the Companydate of termination. In particular, the Participant understands and agrees that, unless otherwise set forth in Exhibit A, any unvested portion of the Award shall PSUs will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination of the Participant’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award PSUs under the Plan to individuals who may be employees of the Company or an Affiliatesubsidiary of the Company throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including subsidiary of the Employer, Company on an ongoing basis, basis (other than as expressly set forth in this Agreement and the AgreementPlan). Consequently, the Participant understands that the Award is PSUs are granted on the assumption and condition that the Award PSUs and the related Shares shall not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including subsidiary of the EmployerCompany) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award PSUs would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Stock PSUs shall be null and void.. Notifications

Appears in 2 contracts

Samples: Award Agreement (Cerence Inc.), Award Agreement (Cerence Inc.)

Nature of Grant. This provision supplements The following provisions supplement the "Nature of Grant" provision Grant section of the Appendixthis Exhibit A: In By accepting the AwardRestricted Stock Units, the Participant consents to participation participate in the Plan and acknowledges that Participant has having received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardRestricted Stock Units, if the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason will automatically result in the Agreement or by forfeiture of any and all Restricted Stock Units that have not vested as of the Companydate of termination. In particular, the Participant understands and agrees that any unvested portion of the Award shall Restricted Stock Units will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination of the Participant’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Restricted Stock Units under the Plan to individuals who may be employees of Eligible Persons throughout the Company or an Affiliateworld. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Affiliate on an ongoing basis, basis (other than as expressly set forth in this Agreement and the AgreementPlan). Consequently, the Participant understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award Restricted Stock Units and the related shares of Common Stock shall not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award Restricted Stock Units would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Restricted Stock Units shall be null and void.. NOTIFICATIONS

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Cirrus Logic, Inc.), Restricted Stock Unit Agreement (Cirrus Logic Inc)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision Section 16 of the AppendixAgreement: In By accepting the AwardRSU, the Participant consents to participation in the Plan Program and acknowledges acknowledge that the Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985Program. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Award Program to individuals who may be employees of the Company or an Affiliateits Subsidiaries throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Award RSUs will not economically or otherwise bind the Company or any Affiliateparent, Subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award RSU is granted on the assumption and condition that the Award RSU shall not become part of any employment or service agreement contract (whether with the Company or any Affiliateparent, Subsidiary or affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the AwardRSU, which is gratuitous and discretionary, since the future value of the Award RSU and the underlying Stock Shares is unknown and unpredictable. The Participant also understands that the this grant of the Award RSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Stock this RSU shall be null and void. Further, this RSU is a conditional right to Shares and can be forfeited in the case of, or affected by, the Participant’s termination of employment. This will be the case, for example, even if (1) the Participant is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Participant terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Participant terminates employment due to unilateral breach of contract of the Company or any of its Subsidiaries; or (5) the Participant’s employment terminates for any other reason whatsoever, except for Cause. Consequently, upon termination of the Participant’s employment for any of the reasons set forth above, the Participant may automatically lose any rights to the unvested RSU granted to the Participant as of the date of his or her termination of employment, as described in the Program and the Agreement.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Edwards Lifesciences Corp), Restricted Stock Unit Award Agreement (Edwards Lifesciences Corp)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 8 of the AppendixAgreement: In By accepting the AwardPSUs, the Participant consents to participation participating in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company Workday has unilaterally, gratuitously and in its sole discretion discretionally decided to grant PSUs to acquire Shares under the Award Plan to individuals who may be employees Employees, Consultants, Directors or Non-Employee Directors of Workday or any Parent or Subsidiary throughout the Company or an Affiliateworld. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company Workday or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the AgreementParent or Subsidiary. Consequently, the Participant understands that the Award is PSUs are granted on the assumption and condition that the Award shall PSUs and any Shares acquired at vesting of the PSUs are not become part of any employment or service agreement (whether either with the Company Workday or any Affiliate, including the EmployerParent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award PSUs would not be made granted to Participant but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant of the Award and any or right to the underlying shares of Stock PSUs shall be null and void.. Further, Participant acknowledges, understands and agrees that Participant will not be entitled to continue vesting in any PSUs once Participant’s employment or service Terminates. This will be the case, for example, even in the event of a Termination of a Participant by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal judged to be with or without cause, individual or collective dismissal on objective, whether adjudged and/or recognized to be with or without cause, material modification of the terms of employment or service under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statue, Article 50 of the Workers’ Statue, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. Notifications

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Workday, Inc.)

Nature of Grant. This provision supplements the "Acknowledgement of Nature of Grant" provision Award section of the AppendixAward Agreement including this Appendix A: In accepting the Awardthis Option, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the Plan. The Participant understands You understand and agrees agree that, as a condition of the grant of this Option, except as provided for in the AwardAward Agreement, if the Participant's employment terminatestermination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not vested on the date of termination. You understand and agree that, unless otherwise provided for in the Agreement or by the CompanyAward Agreement, any unvested portion Option as of your termination date and any vested Option not exercised within the period set forth in the Award shall Agreement following your termination date will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands Furthermore, you understand that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant this Option under the Award Plan to individuals who may be employees of the Company or an any Affiliate. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, its Affiliates on an ongoing basis, basis other than as expressly to the extent set forth in the Award Agreement. Consequently, the Participant understands you understand that the Award this Option is granted on the assumption and condition that this Option and the Award Shares issued upon exercise shall not become a part of any employment or service agreement contract (whether either with the Company Company, the Employer or any other Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands you understand that the grant of the Award this Option would not be made to you but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant to you of the Award and any right to the underlying shares of Stock this Option shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Option Award Agreement (Restaurant Brands International Inc.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision Section 9 of the AppendixAgreement: In accepting the AwardLTI Grant, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardLTI Grant, if except as provided for in Section 3 of the Agreement, the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyLTI Grant that may have been granted to the Participant and that have not vested on the date of termination. In particular, the Participant understands and agrees that any unvested portion LTI Grants as of the Award shall Participant’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant make the Award LTI Grant under the Plan to individuals who may be employees Participants of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant understands that the Award LTI Grant is granted made on the assumption and condition that the Award LTI Grant and the shares of Common Stock issued shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award LTI Grant would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right LTI Grant made to the underlying shares of Stock Participant shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Incentive Grant Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision Paragraph 10 of the AppendixAward Agreement: In accepting the Awardthis Restricted Stock Unit, the Participant Grantee consents to participation participate in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Grantee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Restricted Stock Units under the Award Plan to individuals who may be employees of the Company or an Affiliatea Subsidiary throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the AgreementSubsidiary. Consequently, the Participant Grantee understands that the Award this Restricted Stock Unit is granted on the assumption and condition that the Award shall this Restricted Stock Units and any shares of Stock acquired upon vesting of this Restricted Stock Unit are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Grantee understands that the grant of the Award this Restricted Stock Unit would not be made granted to the Grantee but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, Grantee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of this Restricted Stock Units shall be null and void.. This Restricted Stock Units are a conditional right to shares of Stock and will be forfeited in the case of the Grantee’s termination of employment. This will be the case even if (1) the Grantee is considered to be unfairly dismissed without good cause; (2) the Grantee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Grantee terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Grantee terminates employment due to unilateral breach of contract of the Company or any of its Subsidiaries; or (5) the Grantee’s employment terminates for any other reason whatsoever. Consequently, upon termination of the Grantee’s employment for any of the reasons set forth above, the Grantee will automatically lose any rights to the unvested Restricted Stock Units granted to him or her as of the date of the Grantee’s termination of employment, as described in the Plan and the Award Agreement. Notifications

Appears in 1 contract

Samples: Performance Restricted Stock Unit Award Agreement (Zendesk, Inc.)

Nature of Grant. This The following provision supplements Section 10 of the "Award Agreement (Nature of Grant" provision of the Appendix: ): In accepting the Award, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and agrees that, as a condition discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any of its Subsidiaries other than as expressly set forth in the Award Agreement. Consequently, you understand that the Units are granted on the assumption and condition that the Units and any shares of Common Stock issued upon vesting of the AwardUnits are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, if the Participant's employment terminatessalary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and agree that, unless otherwise expressly provided for by the Company or set forth in the Agreement or by Award Agreement, the Company, any unvested portion of the Award shall Units will be forfeited cancelled without entitlement to the underlying any shares of Common Stock or to if your employment is terminated for any amount as indemnification in the event of a terminationreason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterallyCompany, gratuitously and in its sole discretion decided to grant discretion, shall determine the Award to individuals who may be employees date when your employment has terminated for purposes of the Company or an AffiliateUnits. The decision is limited and entered into based upon the express assumption and condition In addition, you understand that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the this grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made to you but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Stock Units shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 7 of the AppendixAgreement: In accepting the AwardRestricted Stock Units, the Participant Employee consents to participation participate in the Plan and acknowledges that Participant Employee has received a copy of the PlanPlan and the Agreement. The Participant Employee understands and agrees that, as a condition of the grant of the AwardRestricted Stock Units, if termination of Employee’s employment or other services for any reason (including the Participant's employment terminates, unless otherwise provided reasons listed below) will automatically result in the Agreement or by loss of the CompanyRestricted Stock Units that may have been granted to Employee and that have not vested as of date that Employee is no longer actively employed, as described in Section 7 of the Agreement. In particular, Employee understands and agrees that any unvested portion Restricted Stock Units as of the Award shall date that Employee is no longer actively employed will be forfeited without entitlement to the underlying shares of Stock or to any amount as of indemnification in the event of a termination, includingtermination by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant Employee acknowledges that Employee has read and specifically accepts the conditions referred to in Section 7 of the Agreement. Employee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Restricted Stock Units under the Award Plan to individuals who may be employees of the Company or an Affiliatea Subsidiary throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Subsidiary on an ongoing basis, basis other than as expressly set forth in the this Agreement. Consequently, the Participant Employee understands that the Award Restricted Stock Units is granted on the assumption and condition that the Award shall Restricted Stock Units and any shares of Stock issued upon vesting of the Restricted Stock Units are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Employee understands that the grant of the Award Restricted Stock Units would not be made granted to Employee but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, Employee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award this Restricted Stock Units and any right to the underlying shares of Restricted Stock Units shall be null and void.

Appears in 1 contract

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

Nature of Grant. This The following provision supplements the "Nature of Grant" provision Section 12 of the AppendixAgreement: In By accepting the Award, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Restricted Stock Units under the Award Plan to individuals who may be employees of Service Providers throughout the Company or an Affiliateworld. The decision is limited and entered into based upon the express assumption and condition that any Award Restricted Stock Units will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award grant is granted made on the assumption and condition that the Award Restricted Stock Units shall not become part of any employment or service agreement contract (whether with the Company or any Parent, Subsidiary or Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose [FOR PARTICIPANTS OTHER THAN MEMBERS OF THE GROUP MANAGEMENT TEAM ONLY: (including severance compensation) )] or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the this grant of the Award would not be made but for the assumptions and conditions set forth hereinaboveabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award Restricted Stock Units and any right to the underlying shares of Stock Shares shall be null and void. The Participant understands and agrees that, as a condition of the grant of the Restricted Stock Units, the termination of the Participant’s Service for any reason (including the reasons listed below) will automatically result in the loss of the Restricted Stock Units to the extent the Restricted Stock Units have not vested as of date the Participant has ceased active performance of service, as described in Section 6 of the Agreement. In particular, the Participant understands and agrees that any unvested Restricted Stock Units as of the date the Participant has ceased active Service will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of the termination of the Participant’s Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant acknowledges that he or she has read and specifically accepts the conditions referred to in Section 5 of the Agreement.

Appears in 1 contract

Samples: Performance Share Unit Agreement (Logitech International S.A.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a 18 mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)

Nature of Grant. This provision section supplements the "Nature of Grant" provision Grant section of the Appendixthis Exhibit C: In By accepting the AwardRestricted Stock Units, the Participant consents to participation participate in the Plan and acknowledges that Participant has having received a copy of the Plan. The Participant Grantee understands and agrees that, as a condition of the grant of the AwardRestricted Stock Units, if the Participant's termination of Grantee’s employment terminates, unless otherwise provided for any reason will automatically result in the Agreement or by forfeiture of any and all Restricted Stock Units that have not vested as of the Companydate of termination. In particular, Grantee understands and agrees that any unvested portion of the Award shall Restricted Stock Units will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination of Grantee’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, Grantee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Restricted Stock Units under the Plan to individuals who may be employees of the Company or an AffiliateAffiliate throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Affiliate on an ongoing basis, basis (other than as expressly set forth in this Agreement and the AgreementPlan). Consequently, the Participant Grantee understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award Restricted Stock Units and the related Shares shall not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Grantee understands that the grant of the Award Restricted Stock Units would not be made to Grantee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Grantee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Restricted Stock Units shall be null and void.. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Nuance Communications, Inc.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision Section 9 of the AppendixAgreement: In accepting the AwardLTI Grant, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardLTI Grant, if except as provided for in Section 3 of the Agreement, the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyLTI Grant that may have been granted to the Participant and that have not vested on the date of termination. In particular, the Participant understands and agrees that any unvested portion LTI Grants as of the Award shall Participant’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant make the Award LTI Grant under the Plan to individuals who may be employees Participants of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant understands that the Award LTI Grant is granted made on the assumption and condition that the Award LTI Grant and the shares of Common Stock issued shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardLTI Grant, which is gratuitous and discretionary, since the future value of the Award and the underlying shares of Common Stock is unknown and unpredictable. The In addition, the Participant also understands that the grant of the Award LTI Grant would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right LTI Grant made to the underlying shares of Stock Participant shall be null and void.

Appears in 1 contract

Samples: Incentive Grant Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Awardgrant hereunder, the Participant consents to participation in the Plan and Executive acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of : (i) the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or 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 unvested portion time; (ii) the Executive has read the Plan and any Awards granted under it shall be subject to all of the Award shall be forfeited without entitlement to terms and conditions of the underlying Stock or to any amount as indemnification in the event of a terminationPlan, including, including but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification the power of the Committee to interpret and determine the terms of employment under Article 41 and provisions of the Workers' Statute, relocation under Article 40 Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Workers' StatutePlan, Article 50 all of the Workers' Statute, unilateral withdrawal by the Employer, which interpretations and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously determinations shall be final and in its sole discretion decided to grant binding; (iii) the Award does not create any contractual or other right to individuals who may be employees receive future grants of Awards, benefits in lieu of Awards, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or an Affiliate. The decision is limited the Employer and entered into based upon the express assumption and condition that Executive; (v) any Award will not economically or otherwise bind grant under the Company or any AffiliatePlan, including any grant of Awards, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (vi) the Employer, on an ongoing basis, other than as expressly set forth Executive is voluntarily participating in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement Plan; (whether with the Company or any Affiliate, including the Employervii) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Shares underlying the Award and the underlying Stock granted hereunder is unknown and unpredictable. The Participant also understands that cannot be predicted with certainty; and (viii) neither the grant Company, the Employer nor any of their respective Subsidiaries shall be liable for any change in value of the Award, the amount realized upon settlement of the Award would not be made but for or the assumptions amount realized upon a subsequent sale of any Shares acquired upon settlement of the Award, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions set forth hereinaboveof any Award to correct for any windfalls or shortfalls in such Award which, in the Committee's determination, arise from factors beyond the Executive's control; thusprovided, however, that the Participant understandsCommittee's authority with respect to any Award to a "covered employee, acknowledges and freely accepts that, should any or all " as defined in Section 162(m)(3) of the assumptions be mistaken or any of the conditions not be met for any reasonCode, the grant of the Award and any right to the underlying shares of Stock shall be null limited to decreasing, and voidnot increasing, such Award.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Grainger W W Inc)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Award, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Grantor, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Grantor at any time, to the extent permitted by the Plan; (b) the Award is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Awards, even if Awards have been granted in the past; (c) all decisions with respect to future Awards, if any, will be at the sole discretion of the Grantor; (d) Participant consents is voluntarily participating in the Plan; (e) the Award and any cash payment received pursuant to the Award are not intended to replace any pension rights or compensation; (f) the Award and any cash payment received pursuant to the Award are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments; (g) the Award and Participant’s participation in the Plan shall not create a right to employment or be interpreted to form an employment or service contract or relationship with the Grantor or any Subsidiary and acknowledges that Participant has received a copy shall not interfere with the ability of the Plan. The Participant understands and agrees thatGrantor or any Subsidiary, as a condition of applicable, to terminate Participant’s service relationship (if any); (h) unless otherwise agreed with the grant of Grantor, the Award and any cash payment received pursuant to the Award, if and the Participant's employment terminatesincome and value of same, unless otherwise provided are not granted as consideration for, or in connection with, the Agreement service Participant may provide as a director of a Subsidiary; (i) no claim or by the Company, any unvested portion entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of Participant’s service relationship with the Grantor or a Subsidiary (for any reason whatsoever); G) neither the Grantor nor any Subsidiary shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary liable for any purpose (including severance compensation) or any other right whatsoever. Furthermore, exchange rate fluctuation between Participant’s local currency and the Participant understands and freely accepts United States Dollar that there is no guarantee that any benefit whatsoever shall arise from may affect the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right cash payment due to Participant pursuant to the underlying shares of Stock shall be null and void.Award;

Appears in 1 contract

Samples: WABCO Holdings Inc.

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 13 of the AppendixAgreement: In accepting the AwardDeferred Stock Units, the Participant Employee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant Employee understands and agrees that, as a condition of the grant of the AwardDeferred Stock Units, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Employee’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyDeferred Stock Units that may have been granted to the Employee and that have not vested on the date of termination. In particular, the Employee understands and agrees that any unvested portion Deferred Stock Units as of the Award shall Employee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Employee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Deferred Stock Units under the Plan to individuals who may be employees of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant Employee understands that the Award is Deferred Stock Units are granted on the assumption and condition that the Award Deferred Stock Units and the shares of Common Stock issued upon vesting shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant Employee understands and freely accepts that there is a no guarantee that any benefit whatsoever shall will arise from the grant of the AwardDeferred Stock Units, which is gratuitous and discretionary, since the future value of the Award and the underlying shares of Common Stock is unknown and unpredictable. The Participant also In addition, the Employee understands that the grant of the Award Deferred Stock Units would not be made to the Employee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Employee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to the grant Employee of the Award and any right to the underlying shares of Deferred Stock Units shall be null and void.

Appears in 1 contract

Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements Section 9 of the "Option Terms (Nature of Grant" provision of the Appendix: In ): By accepting the AwardOption, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant options under the Award Plan to individuals who may be employees Service Providers of the Company or an Affiliateits Parent or Subsidiaries throughout the world. The This decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including Parent or Subsidiary of the Employer, on an ongoing basis, Company other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Award Option is granted on the assumption and condition that the Award shall Option and any Shares issued upon exercise of the Option are not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including Parent or Subsidiary of the EmployerCompany) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there agrees that, unless otherwise expressly provided for by the Company or set forth in the Plan or the Award Agreement, the Option will be cancelled without entitlement to any Shares underlying the Option if Participant’s status as a Service Provider is no guarantee that terminated for any benefit whatsoever shall arise from the grant reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, material modification of the Award, which is gratuitous and discretionary, since the future value terms of employment under Article 41 of the Award and Workers’ Statute, relocation under Article 40 of the underlying Stock is unknown and unpredictableWorkers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when Participant’s status as a Service Provider has terminated for purposes of the Option. In addition, Participant also understands that the this grant of the Award would not be made to Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Stock Option shall be null and void.. Notifications

Appears in 1 contract

Samples: Stock Option Agreement (A10 Networks, Inc.)

Nature of Grant. This provision supplements The following paragraphs are hereby added to the "Nature end of Grant" provision Section 1 of the Appendix: Addendum A titled “No Acquired Rights.ˮ “In accepting the grant of the Award, the Participant consents to participation participate in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant restricted share unit awards under the Award Plan to individuals who may be employees of the Company (or an Affiliate) throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company (or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement). Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall and any Shares issued are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerAffiliate employing or retaining Participant) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of Participant will not be entitled to continue vesting in the Award and the underlying Stock is unknown and unpredictableafter termination of Participant’s employment or service. The In addition, Participant also understands that the grant of the Award would not be made granted to Participant but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Stock Award shall be null and void. Further, the vesting of the Award is expressly conditioned on Participant’s continued employment or service, such that upon termination of Participant’s employment or service for any reason whatsoever, the Award may cease vesting immediately, in whole or in part, effective on the date of termination of Participant’s employment or service (as determined under the Agreement). This will be the case, for example, even if (1) Participant is dismissed for disciplinary or objective reasons; or (2) Participant’s termination of employment or service is due to a unilateral breach of contract by the Company or Participant’s employer. Consequently, upon Participant’s termination of employment or service for any of the above reasons, Participant may automatically lose any rights to the Award to the extent not vested on the date of Participant’s termination of employment or service, as described in the Agreement.” Securities Law Notification. No “offer of securities to the public,” within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Award. The Plan, the Agreement and any other documents evidencing the grant of the Award have not been, nor will they be, registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator), and none of those documents constitutes a public offering prospectus. SWITZERLAND

Appears in 1 contract

Samples: Restricted Share Unit Issuance Agreement (Genpact LTD)

Nature of Grant. This provision supplements the "The following provisions supplement Section 8 (Nature of the Grant" provision ) of the AppendixOption Agreement: In By accepting the AwardOptions, the Participant consents to participation in the Plan and Optionee acknowledges that Participant he or she has received a copy of the Plan. The Participant Optionee further acknowledges, understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Options under the Award Plan to individuals who may be employees of the Company or an Affiliateand any Affiliated Company throughout the world. The decision to grant the Options is a limited and decision that is entered into based upon the express assumption and condition that any Award Option grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Affiliated Company on an ongoing basis, basis other than as expressly set forth in the this Option Agreement. Consequently, the Participant Optionee understands that the Award any grant is granted given on the assumption and condition that the Award it shall not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerAffiliated Company) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is any gratuitous and discretionary, discretionary grant since the future value of the Award Options and the underlying Stock Shares is unknown and unpredictable. The Participant also Additionally, the Optionee understands that the grant vesting of the Award Options is expressly conditioned on his or her continued and active rendering of service to the Employer (or the Company or another Affiliated Company) such that if the Optionee’s employment terminates for any reason whatsoever, his or her Options will cease vesting as described in Article 9 of the Plan (except as expressly provided in Article 9 of the Plan). This will be the case, for example, even if (a) the Optionee is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (b) the Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Optionee terminates service due to a change of work location, duties or any other employment or contractual condition; (d) the Optionee terminates service due to the Company’s or any Affiliated Company's unilateral breach of contract; or (e) the Optionee’s employment terminates for any other reason whatsoever. Consequently, upon termination of the Optionee’s employment for any of the above reasons, the Optionee will automatically lose any rights to the Options granted to the Optionee that were unvested on the date of termination of employment and the Optionee must exercise any vested portion of the Option (if at all) within the applicable post termination exercise period, as described in Part I of the Option Agreement. Finally, the Optionee understands that this grant would not be made to the Optionee but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant of the Award and any right to the underlying shares of Stock Options shall be null and void.

Appears in 1 contract

Samples: Stock Option Grant Agreement (Talend S.A.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Awardgrant hereunder, the Participant consents to participation in the Plan and Executive acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of : (i) the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or 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 unvested portion time; (ii) the Executive has read the Plan and any Awards granted under it shall be subject to all of the Award shall be forfeited without entitlement to terms and conditions of the underlying Stock or to any amount as indemnification in the event of a terminationPlan, including, including but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification the power of the Committee to interpret and determine the terms of employment under Article 41 and provisions of the Workers' Statute, relocation under Article 40 Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Workers' StatutePlan, Article 50 all of the Workers' Statute, unilateral withdrawal by the Employer, which interpretations and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously determinations shall be final and in its sole discretion decided to grant binding; (iii) the Award does not create any contractual or other right to individuals who may be employees receive future grants of Awards, benefits in lieu of Awards, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or an Affiliate. The decision is limited the Employer and entered into based upon the express assumption and condition that Executive; (v) any Award will not economically or otherwise bind grant under the Company or any AffiliatePlan, including any grant of Performance Shares, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (vi) the Employer, on an ongoing basis, other than as expressly set forth Executive is voluntarily participating in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement Plan; (whether with the Company or any Affiliate, including the Employervii) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Shares underlying the Award and the underlying Stock granted hereunder is unknown and unpredictable. The Participant also understands that cannot be predicted with certainty; and (viii) neither the grant Company, the Employer nor any of their respective Subsidiaries shall be liable for any change in value of the Award, the amount realized upon settlement of the Award would not be made but for or the assumptions amount realized upon a subsequent sale of any Shares acquired upon settlement of the Award, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions set forth hereinaboveof any Award of Performance Shares to correct for any windfalls or shortfalls in such Award which, in the Committee's determination, arise from factors beyond the Executive's control; thusprovided, however, that the Participant understands, acknowledges and freely accepts that, should Committee's authority with respect to any or all Award to a "covered employee," as defined in Section 162(m)(3) of the assumptions be mistaken or any of the conditions not be met for any reasonCode, the grant of the Award and any right to the underlying shares of Stock shall be null limited to decreasing, and voidnot increasing, such Award.

Appears in 1 contract

Samples: Performance Share Agreement (Grainger W W Inc)

Nature of Grant. This provision supplements the "Nature of Grant" provision The following provisions supplement Section 10 of the AppendixAgreement: In accepting the AwardRestricted Stock Units, the Participant acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardAward of Restricted Stock Units, if except as provided for in Section 4 of the Agreement, the termination of Participant's ’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by forfeiture the Company, any unvested portion Restricted Stock Units and loss of the Award shall Shares that may have been granted to Participant and that have not vested on the date of termination. In particular, Participant understands and agrees that the Restricted Stock Units will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination of Participant’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Restricted Stock Units under the Plan to individuals who may be employees of the Company or an Affiliateany Parent or Subsidiary of the Company. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company Company, the Employer or any Affiliate, including Parent or Subsidiary of the Employer, Company on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award shall Restricted Stock Units and the Shares underlying the Restricted Stock Units not become a part of any employment or service agreement contract (whether either with the Company Company, the Employer or any Affiliate, including Parent or Subsidiary of the EmployerCompany) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant Award of the Award Restricted Stock Units would not be made to Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the grant then any Award of the Award and any right Restricted Stock Units to the underlying shares of Stock Participant shall be null and void.

Appears in 1 contract

Samples: Global Rsu Agreement (Infinera Corp)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 12 of the AppendixAgreement: In accepting the AwardOption, the Participant Optionee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant Optionee understands and agrees that, as a condition of the grant of the AwardOption, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Optionee’s employment terminatesfor any reason (including for the reasons listed below) will automatically result in the loss of the Option that may have been granted to the Optionee and that have not vested on the date of termination. In particular, unless otherwise provided the Optionee understands and agrees that any unvested Option as of Optionee’s termination date and any vested Option not exercised within the period set forth in the Agreement or by the Company, any unvested portion of the Award shall following Optionee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Option under the Plan to individuals who may be employees of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant Optionee understands that the Award Option is granted on the assumption and condition that the Award Option and the shares of Common Stock issued upon exercise shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Optionee understands that the grant of the Award Option would not be made to the Optionee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to the grant Optionee of the Award and any right to the underlying shares of Stock Option shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Non Qualified Global Stock Option Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements Section 10 of the "Restricted Stock Unit Terms (Nature of Grant" provision of the Appendix: In ): By accepting the AwardRestricted Stock Units, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be Service Providers of the Company or its Parent or Subsidiaries throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Parent or Subsidiary of the Company other than as expressly set forth in the Award Agreement. Consequently, Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and any Shares issued upon vesting of the Restricted Stock Units are not a part of any employment or service contract (either with the Company or any Parent or Subsidiary of the Company) and shall not be considered -24- a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise expressly provided for by the Company or set forth in the Agreement Plan or by the Company, any unvested portion of the Award shall Agreement, the Restricted Stock Units will be forfeited cancelled without entitlement to any Shares underlying the underlying Restricted Stock or to Units if Participant’s status as a Service Provider is terminated for any amount as indemnification in the event of a terminationreason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when Participant’s status as a Service Provider has terminated for purposes of the Restricted Stock Units. In addition, Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to this grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made to Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Restricted Stock Units shall be null and void.. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (A10 Networks, Inc.)

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Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 9 of the AppendixAgreement: In accepting the AwardLTI Grant, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardLTI Grant, if except as provided for in paragraph 3 of the Agreement, the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyLTI Grant that may have been granted to the Participant and that have not vested on the date of termination. In particular, the Participant understands and agrees that any unvested portion LTI Grants as of the Award shall Participant’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant make the Award LTI Grant under the Plan to individuals who may be employees Participants of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award LTI Grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant understands that the Award LTI Grant is granted made on the assumption and condition that the Award LTI Grant and the shares of Common Stock issued shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardLTI Grant, which is gratuitous and discretionary, since the future value of the Award and the underlying shares of Common Stock is unknown and unpredictable. The In addition, the Participant also understands that the grant of the Award LTI Grant would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right LTI Grant made to the underlying shares of Stock Participant shall be null and void.. 42 NOTIFICATIONS

Appears in 1 contract

Samples: Incentive Grant Agreement (Mondelez International, Inc.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 12 of the AppendixAgreement: In accepting the AwardOption, the Participant Optionee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant Optionee understands and agrees that, as a condition of the grant of the AwardOption, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Optionee’s employment terminatesfor any reason (including for the reasons listed below) will automatically result in the loss of the Option that may have been granted to the Optionee and that have not vested on the date of termination. In particular, unless otherwise provided the Optionee understands and agrees that any unvested Option as of Optionee’s termination date and any vested Option not exercised within the period set forth in the Agreement or by the Company, any unvested portion of the Award shall following Optionee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Option under the Plan to individuals who may be employees of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant Optionee understands that the Award Option is granted on the assumption and condition that the Award Option and the shares of Common Stock issued upon exercise shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant Optionee understands and freely accepts that there is a no guarantee that any benefit whatsoever shall will arise from the grant of the AwardOption, which is gratuitous and discretionary, since the future value of the Award Option and the underlying shares of Common Stock is unknown and unpredictable. The Participant also In addition, the Optionee understands that the grant of the Award Option would not be made to the Optionee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to the grant Optionee of the Award and any right to the underlying shares of Stock Option shall be null and void.

Appears in 1 contract

Samples: Non Qualified Global Stock Option Agreement (Mondelez International, Inc.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 9 of the AppendixAgreement: In accepting the AwardLTI Grant, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardLTI Grant, if except as provided for in paragraph 3 of the Agreement, the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyLTI Grant that may have been granted to the Participant and that have not vested on the date of termination. In particular, the Participant understands and agrees that any unvested portion LTI Grants as of the Award shall Participant’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant make the Award LTI Grant under the Plan to individuals who may be employees Participants of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award LTI Grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant understands that the Award LTI Grant is granted made on the assumption and condition that the Award LTI Grant and the shares of Common Stock issued shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardLTI Grant, which is gratuitous and discretionary, since the future value of the Award and the underlying shares of Common Stock is unknown and unpredictable. The In addition, the Participant also understands that the grant of the Award LTI Grant would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right LTI Grant made to the underlying shares of Stock Participant shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Term Incentive Grant Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements The following paragraphs are hereby added to the "Nature end of Grant" provision Section 1 of the Appendix: Addendum A titled “No Acquired Rights.ˮ “In accepting the grant of the Award, the Participant consents to participation participate in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant performance share awards under the Award Plan to individuals who may be employees of the Company (or an Affiliate) throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company (or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement). Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall and any Shares issued are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerAffiliate employing or retaining Participant) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of Participant will not be entitled to continue vesting in the Award and the underlying Stock is unknown and unpredictableafter termination of Participant’s employment or service. The In addition, Participant also understands that the grant of the Award would not be made granted to Participant but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Stock Award shall be null and void. Further, the vesting of the Award is expressly conditioned on Participant’s continued employment or service, such that upon termination of Participant’s employment or service for any reason whatsoever, the Award may cease vesting immediately, in whole or in part, effective on the date of termination of Participant’s employment or service (as determined under the Agreement). This will be the case, for example, even if (1) Participant is dismissed for disciplinary or objective reasons; or (2) Participant’s termination of employment or service is due to a unilateral breach of contract by the Company or Participant’s employer. Consequently, upon Participant’s termination of employment or service for any of the above reasons, Participant may automatically lose any rights to the Award to the extent not vested on the date of Participant’s termination of employment or service, as described in the Agreement.” Securities Law Notification. No “offer of securities to the public,” within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Award. The Plan, the Agreement and any other documents evidencing the grant of the Award have not been, nor will they be, registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator), and none of those documents constitutes a public offering prospectus. SWITZERLAND

Appears in 1 contract

Samples: Performance Share Award Agreement (Genpact LTD)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 12 of the AppendixAgreement: In By accepting the AwardRestricted Stock Units, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The 6668698-v6\GESDMS Participant understands that the Company has unilaterally, gratuitously, and agrees in its sole discretion decided to grant Restricted Stock Units under the Plan to employees of the Company or its subsidiaries. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any subsidiary, other than to the extent set forth in this Agreement. Consequently, Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and any shares of Stock acquired at vesting of the Restricted Stock Units are not part of any employment or service contract (either with the Company or any subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition, Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that, as a condition should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award Restricted Stock Units shall be forfeited without entitlement null and void. Further, Participant understands that he or she will not be entitled to continue vesting in any Restricted Stock Units upon cessation of Participant’s employment or service. This will be the underlying Stock or to any amount as indemnification case, for example, even in the event of a termination, includingtermination of Participant’s employment by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged adjusted or recognized to be without cause, individual or collective layoff on dismissal or objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands acknowledges that Participant has read and specifically accepts the Company has unilaterally, gratuitously vesting and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth termination conditions in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Alexion Pharmaceuticals Inc)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 13 of the AppendixAgreement: In accepting the AwardDeferred Stock Units, the Participant Employee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant Employee understands and agrees that, as a condition of the grant of the AwardDeferred Stock Units, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Employee’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyDeferred Stock Units that may have been granted to the Employee and that have not vested on the date of termination. In particular, the Employee understands and agrees that any unvested portion Deferred Stock Units as of the Award shall Employee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Employee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Deferred Stock Units under the Plan to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.the

Appears in 1 contract

Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the ECP Award, the Participant consents to his or her participation in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the ECP Award under the Plan to individuals who may be employees of the Company or an Affiliatethroughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the AgreementCompany. Consequently, the Participant understands that the ECP Award is granted on the assumption and condition that the ECP Award shall and any Shares acquired upon vesting of the ECP Award are not become part of any employment or service agreement (whether contract with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the ECP Award would not be made granted to the Participant but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, expressly acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the ECP Award and any right to the underlying shares of Stock shall be null and void.. Further, the ECP Award are a conditional right to Shares and can be forfeited in the case of, or affected by, the Participant’s termination of Employment. This will be the case, for example, even if (a) the Participant is considered to be unfairly terminated without good cause; (b) the Participant is terminated for disciplinary or objective reasons or due to a collective dismissal; (c) the Participant terminates Employment due to a change of work location, duties or any other Employment or contractual conditions; (d) the Participant terminates Employment due to unilateral breach of contract of the Company; or (e) the Participant’s Employment terminates for any other reason whatsoever, except for cause. Consequently, upon termination of the Participant’s Employment for any of the reasons set forth above, the Participant automatically may lose any rights to the unvested ECP Award granted to the Participant as of the date of the Participant’s termination of Employment, as described in the Plan, the ECP Award Agreement and the ECP Award Terms and Conditions. BY SIGNING XXXXX, THE PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF THE ECP TERMS AND CONDITIONS, THE PLAN AND THIS ADDENDUM. __________________________________ Signature __________________________________ Printed Name _____________________ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF IFF SPAIN WITHIN 8 WEEKS FROM THE GRANT DATE. SWITZERLAND

Appears in 1 contract

Samples: Program Award Agreement (International Flavors & Fragrances Inc)

Nature of Grant. This The following provision supplements the "Section 6(d) - Nature of Grant" provision Grant of the AppendixAgreement: In accepting the Award, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Awards under the Plan to individuals who may be employees of the 1 A shadow director is an individual who is not on the board of directors of the Singapore Subsidiary or Affiliate, but who has sufficient control so that the board of directors of the Singapore Subsidiary or Affiliate acts in accordance with the directions or instructions of the individual. Company, the Employer, or any member of the Combined Group and its Affiliates throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company, the Employer, or any member of the Combined Group and its Affiliates. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award and any Shares issued upon settlement of the Award are not a part of any employment contract (either with the Company or any member of the Combined Group and its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise expressly provided for by the Company or set forth in the Agreement or by the CompanyAgreement, any unvested portion of the Award shall will be forfeited cancelled without entitlement to any Shares if the underlying Stock or Participant ceases to be an eligible Participant for any amount as indemnification in the event of a terminationreason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causecause (i.e., individual or collective layoff on objective grounds, whether adjudged subject to be with cause or adjudged or recognized to be without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterallyCommittee, gratuitously and in its sole discretion decided to grant discretion, shall determine the Award to individuals who may be employees date when the Participant's status as an eligible Participant has terminated for purposes of the Company or an AffiliateAward. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. ConsequentlyIn addition, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the this grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant of of, or right to, the Award and any right to the underlying shares of Stock shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Carnival PLC)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 10 of the AppendixAward Agreement: In By accepting the AwardRestricted Stock Units, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously, and agrees in its sole discretion decided to grant Restricted Stock Units under the Plan to individuals who may be Service Providers throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Parent or Subsidiary, other than to the extent set forth in this Award Agreement. Consequently, Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and any Shares acquired at vesting of the Restricted Stock Units are not part of any employment or service contract (either with the Company or any Parent or Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition, Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that, as a condition should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the AwardRestricted Stock Units shall be null and void. Further, if the Participant's employment terminates, unless except as otherwise provided in the Agreement or by the Company, any unvested portion of Plan and the Award shall Agreement, Participant understands that he or she will not be forfeited without entitlement entitled to continue vesting in any Restricted Stock Units once Participant’s status as a Service Provider terminates. This will be the underlying Stock or to any amount as indemnification case, for example, even in the event of a termination, includingtermination of Participant’s status of a Service Provider by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged adjusted or recognized to be without cause, individual or collective layoff on dismissal or objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands acknowledges that Participant has read and specifically accepts the Company has unilaterally, gratuitously vesting and termination conditions in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Fortinet, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Awardgrant, the Participant consents to participation in Optionee acknowledges that: (1) the Plan is established voluntarily by the Company, it is discretionary in nature and acknowledges that Participant has received a copy of it may be modified, amended, suspended or terminated by the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminatesCompany at any time, unless otherwise provided in the Agreement Plan and this Option Agreement; (2) the grant of the Option is voluntary and occasional and does not create any contractual or by other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (3) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company, any unvested portion ; (4) Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Award shall be forfeited Employer to terminate Optionee’s employment relationship at any time with or without entitlement cause; (5) Optionee is voluntarily participating in the Plan; (6) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the underlying Stock Company or to the Employer, and which is outside the scope of Optionee’s employment contract, if any; (7) the Option is not part of normal or expected compensation or salary for any amount as indemnification in the event of a terminationpurposes, including, but not limited to: , calculating any severance, resignation, disciplinary dismissal adjudged to be with causetermination, disciplinary dismissal adjudged redundancy, end of service payments, bonuses, long-service awards, pension or recognized to be without cause, individual retirement benefits or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously similar payments and in its sole discretion decided to grant the Award to individuals who may no event should be employees of considered as compensation for, or relating in any way to, past services for the Company or the Employer; (8) in the event that Optionee is not an Affiliate. The decision is limited and entered into based upon employee of the express assumption and condition that any Award Company, the Option grant will not economically be interpreted to form an employment contract or otherwise bind relationship with the Company Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment subsidiary or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant affiliate of the Award, which is gratuitous and discretionary, since Company; (9) the future value of the Award and the underlying Stock Shares is unknown and unpredictable. The Participant also understands that cannot be predicted with certainty; (10) if the underlying Shares do not increase in value, the Option will have no value; (11) if Optionee exercises the Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (12) in consideration of the grant of the Award 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 purchased through exercise of the Option resulting from termination of Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and 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, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (13) in the event of termination of Optionee’s employment (whether or not in breach of local labor laws), 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 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), Optionee’s right to exercise the Option after termination of employment, if any, will be made but measured by the date of termination of 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 Optionee is no longer actively employed for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all purposes of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and voidOption grant.

Appears in 1 contract

Samples: Stock Option Agreement (Sigma Designs Inc)

Nature of Grant. This provision section supplements the "Nature Section 1 of Grant" provision of the Appendixthis Exhibit C: In By accepting the AwardRSUs, the Participant consents to participation participate in the Plan and acknowledges that Participant has having received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardRSUs, if the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason will automatically result in the Agreement or by forfeiture of any and all RSUs that have not vested as of the Companydate of termination. In particular, the Participant understands and agrees that any unvested portion of the Award shall RSUs will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination of the Participant’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company or an Affiliatesubsidiary of the Company throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including subsidiary of the Employer, Company on an ongoing basis, basis (other than as expressly set forth in this Agreement and the AgreementPlan). Consequently, the Participant understands that the Award is RSUs are granted on the assumption and condition that the Award RSUs and the related Shares shall not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including subsidiary of the EmployerCompany) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award RSUs would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Stock RSUs shall be null and void.. Notifications

Appears in 1 contract

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

Nature of Grant. This The following provision supplements the "Nature of Grant" provision Section 11 of the AppendixAward Agreement: In By accepting the AwardPerformance Units, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant Performance Units under the Plan to individuals who may be employees of the Company or of a Parent or Subsidiary throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Parent or Subsidiary other than as expressly set forth in the Award Agreement. Consequently, Participant understands that the #93246645v2 Exhibit 10.1 Performance Units are granted on the assumption and condition that the Performance Units and any Shares acquired under the Plan are not part of any employment or service contract (either with the Company or with any Parent or Subsidiary) and shall not be considered a mandatory benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise expressly provided for by the Company or set forth in the Agreement Plan or by the Company, any unvested portion of the Award shall Agreement, the Performance Units will be forfeited cancelled without entitlement to any Shares underlying the underlying Stock or to Performance Units if Participant’s status as a Service Provider is terminated for any amount as indemnification in the event of a terminationreason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., individual or collective layoff on objective grounds, whether adjudged subject to be with cause or adjudged or recognized to be without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The In addition, Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to this grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made to Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Stock Performance Units shall be null and void.. Notifications

Appears in 1 contract

Samples: Global Performance Unit Agreement (CrowdStrike Holdings, Inc.)

Nature of Grant. This The following provision supplements Section 9 of the "Restricted Stock Unit Terms (Nature of Grant" provision of the Appendix: In ): By accepting the AwardRestricted Stock Units, the Participant consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant Award of Restricted Stock Units, Participant’s termination of Service will automatically result in cancellation and loss of any unvested Restricted Stock Units as of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion date of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Restricted Stock Units under the Award Plan to individuals who may be employees of providing services to the Company or an AffiliateAffiliate throughout the world. The This decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, Affiliate other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award shall Restricted Stock Units and any Shares issued upon vesting of the Restricted Stock Units are not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there agrees that, unless otherwise expressly provided for by the Company or set forth in the Plan or the Award Agreement, the Restricted Stock Units will be cancelled without entitlement to any Shares underlying the Restricted Stock Units if Participant’s Service is no guarantee that terminated for any benefit whatsoever shall arise from the grant reason, including, without limitation: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, material modification of the Award, which is gratuitous and discretionary, since the future value terms of employment under Article 41 of the Award and Workers’ Statute, relocation under Article 40 of the underlying Stock is unknown and unpredictableWorkers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when Participant’s Service has terminated for purposes of the Restricted Stock Units. In addition, Participant also understands that the this grant of the Award would not be made to Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Restricted Stock Units shall be null and void.. -B-8- Notifications

Appears in 1 contract

Samples: Global Restricted Stock Unit Agreement (Ciber Inc)

Nature of Grant. This provision supplements the "Nature of Grant" provision ” section of the AppendixAward Agreement: In accepting the AwardRestricted Stock Units, the Participant Awardee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. Further, Awardee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The Participant decision is a limited decision that is entered into upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any of its Affiliates on an ongoing basis. Consequently, Awardee understands that the Award is granted on the assumption and condition that the Restricted Stock Units or the shares of Stock acquired upon settlement shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Awardee understands that this Award would not be made to Awardee but for the assumptions and conditions referred to above; thus, Awardee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any Award shall be null and void. Awardee also understands and agrees that, as a condition of the grant and vesting of the AwardRestricted Stock Units, if the Participant's termination of Awardee’s employment terminatesfor any reason (including the reasons listed below), unless otherwise provided in the Agreement or by Restricted Stock Units will cease vesting immediately, effective on the Companydate of Awardee’s termination of employment. This will be the case, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification for example, even in the event of a termination, includingtermination of Awardee’s employment by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands Awardee acknowledges that he or she has read and specifically accepts the Company has unilaterally, gratuitously and in its sole discretion decided conditions referred to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption “Termination of Employment” and condition that the Award shall not become part “Nature of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value Grant” sections of the Award and the underlying Stock is unknown and unpredictableAgreement. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.Notifications

Appears in 1 contract

Samples: Global Restricted Stock Unit Agreement (Citrix Systems Inc)

Nature of Grant. This provision supplements the "Nature of Grant" provision Sections 2.2 and 4.1 of the AppendixAgreement: In accepting the AwardRSUs, the Participant Associate acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant Associate understands and agrees that, as a condition of the grant of the RSU Award, if except as provided for in Section 3.1 of the Participant's Agreement, the termination of the Associate’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by forfeiture the Company, any unvested portion RSUs and loss of the Award shall Shares that may have been granted to the Associate and that have not vested on the date of termination. In particular, the Associate understands and agrees that the RSUs will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination of the Associate’s employment prior to vesting by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Associate understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company or an AffiliateXxxxxx Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Xxxxxx Group on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant Associate understands that the Award is RSUs are granted on the assumption and condition that the Award RSUs and the Shares underlying the RSUs shall not become a part of any employment or service agreement contract (whether either with the Company Company, the Employer or any Affiliate, including the EmployerSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Associate understands that the grant of the RSU Award would not be made to the Associate but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Associate acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant of the Award and any right to the underlying shares Associate of Stock an RSU Award shall be null and void.. Notifications

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (Willis Group Holdings PLC)

Nature of Grant. This The following provision supplements the "Nature Section 9 of Grant" provision of the Appendixthis Agreement: In accepting the Award, the Participant acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if except as provided for in Section 8 of this Agreement, the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by the Company, any unvested portion forfeiture and loss of the Shares that have not vested on the date of termination. In particular, the Participant understands and agrees that the Award shall will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in if the event of a terminationParticipant’s employment is terminated prior to vesting by reason of, including, but not limited to: disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company Tupperware has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Restricted Stock Units under the Award Plan to individuals who may be employees of Tupperware or any Subsidiary or affiliate of Tupperware throughout the Company or an Affiliateworld. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company Tupperware or any Affiliate, including the Employer, Subsidiary or affiliate of Tupperware on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award and the Shares issued upon vesting of the Restricted Stock Units shall not become a part of any employment or service agreement other contract (whether with Tupperware, the Company Employer, or any Affiliate, including the EmployerSubsidiary or affiliate of Tupperware) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any Award grant of the Award and any right to the underlying shares of Stock shall be null and void.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Tupperware Brands Corp)

Nature of Grant. This provision supplements the "The following provisions supplement Section 2 (“Vesting Schedule”), Section 7 (“Nature of Grant" provision ”) and Section 11 (“No Guarantee of Continued Service”) of the AppendixTerms and Conditions of Stock Option Grant: In By accepting the Awardthis Option, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously, and agrees in its sole discretion decided to grant options under the Plan to individuals who may be Service Providers of the Company or a Parent or Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Parent or Subsidiary, other than to the extent set forth in this Agreement. Consequently, Participant understands that this Option is offered on the assumption and condition that this Option and any Shares acquired under the Plan are not part of any employment agreement (either with the Company or any Parent or Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition, Participant understands that this Option would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to this Option shall be null and void. Further, Participant understands that Participant will not be entitled to continue vesting in this Option once Participant’s status as a condition of Service Provider ceases. This will be the grant of the Awardcase, if the Participant's employment terminatesfor example, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification even in the event of a termination, includingtermination of Participant by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment agreement under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Company or a Parent or Subsidiary and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands acknowledges that Participant has read and specifically accepts the Company has unilaterallyconditions referred to in Sections 2, gratuitously 7 and in its sole discretion decided to grant the Award to individuals who may be employees 11 (“Vesting Schedule,” “Nature of Grant” and“No Guarantee of Continued Service”) of the Company or an Affiliate. The decision is limited Terms and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares Conditions of Stock shall be null and voidOption Grant.

Appears in 1 contract

Samples: Global Stock Option Agreement (Vital Therapies Inc)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In By accepting the AwardOption, the Participant consents to participation participate in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Options under the Award Plan to individuals who may be employees of the Company or an Affiliateof a Parent or Subsidiary throughout the world. The This decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, Parent or Subsidiary other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is Options are granted on the assumption and condition that the Award shall Options and any shares of Stock acquired under the Plan are not become part of any employment or service agreement contract (whether either with the Company or with any Affiliate, including the EmployerParent or Subsidiary) and shall not be considered a mandatory benefit, benefit or salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the this grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made to him or her but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Stock Option shall be null and void. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Plan or the Agreement, the rights under the Plan are a conditional right to shares of Stock and can be forfeited in the case of, or affected by, Participant’s Termination of Service. This will be the case, for example, even if (a) Participant is considered to be unfairly dismissed without good cause; (b) Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) Participant terminates employment due to a change of work location, duties or any other employment or contractual condition; (d) Participant terminates employment due to unilateral breach of contract of the Company or its Subsidiaries and affiliates; or (e) Participant’s employment terminates for any other reason whatsoever. Consequently, upon Participant’s termination for any of the reasons set forth above, Participant may automatically lose any rights to the Option or to purchase shares of Stock upon exercise of the Option.

Appears in 1 contract

Samples: Global Stock Option Agreement (Zogenix, Inc.)

Nature of Grant. This provision supplements Option Agreement is intended to comply with the "Nature applicable laws of Grant" provision of any country or jurisdiction where Options are granted under the Appendix: Plan, and all provisions hereof shall be construed in a manner to so comply. In accepting the AwardOption, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, as a condition is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent 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 Awards, or benefits in lieu of an Option, even if Options have been granted in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Participant is voluntarily participating in the Plan; (e) the Option and any Shares acquired upon exercise of the Option under the Plan are not intended to replace any pension rights or compensation; (f) the Option and any Shares acquired upon exercise of the Option under the Plan, and the income and value of same, are not part of the Participant’s normal or expected compensation for any purpose, including, without 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; (g) the future value of the Shares subject to the Option is unknown, indeterminable and cannot be predicted with certainty; (h) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value; (i) to the extent permitted by applicable law, no claim or entitlement to compensation or damages shall arise from the forfeiture of the Option resulting from the termination of the Participant’s employment with the Company or an Affiliate (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 providing continuous employment or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the AwardOption to which the Participant is otherwise not entitled, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, Participant irrevocably agrees never to institute any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of claim against the Company or an Affiliate. The decision is limited , waive the Participant’s ability, if any, to bring any such claim, and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind release the Company or an Affiliate from any Affiliatesuch claim; if, including notwithstanding the Employerforegoing, on an ongoing basisany such claim is allowed by a court of competent jurisdiction, other than as expressly set forth then, by participating in the Agreement. ConsequentlyPlan, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null deemed irrevocably to have agreed not to pursue such claim and void.agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;

Appears in 1 contract

Samples: Option Agreement (Krispy Kreme, Inc.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision ” section of the AppendixAgreement: In accepting the Awardgrant, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and agrees thatin its sole discretion decided to make grants under the Plan to individuals who may be employees of the Company, as the Employer, or any member of the Combined Group and its Affiliates throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company, the Employer, or any member of the Combined Group and its Affiliates. Consequently, you understand that the grant is made on the assumption and condition that the grant and any Shares issued upon settlement of the grant are not a part of any employment contract (either with the Company or any member of the AwardCombined Group and its Affiliates) and shall not be considered a mandatory benefit, if the Participant's employment terminatessalary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and agree that, unless otherwise expressly provided for by the Company or set forth in the Agreement or by Agreement, the Company, any unvested portion of the Award shall grant will be forfeited cancelled without entitlement to the underlying Stock or any Shares if you cease to be an eligible Employee for any amount as indemnification in the event of a terminationreason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causecause (i.e., individual or collective layoff on objective grounds, whether adjudged subject to be with cause or adjudged or recognized to be without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and or under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterallyCommittee, gratuitously and in its sole discretion decided to grant discretion, shall determine the Award to individuals who may be employees date when your status as an eligible Employee has terminated for purposes of the Company or an Affiliategrant. The decision is limited and entered into based upon the express assumption and condition In addition, you understand that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the this grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made to you but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Stock shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Management Incentive Plan (Carnival PLC)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Awardgrant hereunder, the Participant consents to participation in the Plan and Executive acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of : (i) the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or 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 unvested portion time; (ii) the Executive has read the Plan and any Awards granted under it shall be subject to all of the Award shall be forfeited without entitlement to terms and conditions of the underlying Stock or to any amount as indemnification in the event of a terminationPlan, including, including but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification the exclusive right of the Committee to interpret and determine the terms of employment under Article 41 and provisions of the Workers' Statute, relocation under Article 40 Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Workers' StatutePlan, Article 50 all of the Workers' Statute, unilateral withdrawal by the Employer, which interpretations and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously determinations shall be final and in its sole discretion decided to grant binding; (iii) the Award does not create any contractual or other right to individuals who may be employees receive future grants of Awards, benefits in lieu of Awards, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or an Affiliate. The decision is limited the Employer and entered into based upon the express assumption and condition that Executive; (vi) any Award will not economically or otherwise bind grant under the Company or any AffiliatePlan, including any grant of Performance Shares, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (vii) the Employer, on an ongoing basis, other than as expressly set forth Executive is voluntarily participating in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement Plan; (whether with the Company or any Affiliate, including the Employerviii) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Shares underlying the Award and the underlying Stock granted hereunder is unknown and unpredictable. The Participant also understands that cannot be predicted with certainty; and (ix) neither the grant Company, the Employer nor any of their respective Subsidiaries shall be liable for any change in value of the Award, the amount realized upon settlement of the Award would not be made but for or the assumptions amount realized upon a subsequent sale of any Shares acquired upon settlement of the Award, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions set forth hereinaboveof any Award of Performance Shares to correct for any windfalls or shortfalls in such Award which, in the Committee’s determination, arise from factors beyond the Executive’s control; thusprovided, however, that the Participant understands, acknowledges and freely accepts that, should Committee’s authority with respect to any or all Award to a “covered employee,” as defined in Section 162(m)(3) of the assumptions be mistaken or any of the conditions not be met for any reasonCode, the grant of the Award and any right to the underlying shares of Stock shall be null limited to decreasing, and voidnot increasing, such Award.

Appears in 1 contract

Samples: Performance Share Agreement (Grainger W W Inc)

Nature of Grant. This provision supplements the "The following provisions supplement Section 8 (Nature of the Grant" provision ) of the AppendixOption Agreement: In By accepting the AwardOptions, the Participant consents to participation in the Plan and Optionee acknowledges that Participant he or she has received a copy of the Plan. The Participant Optionee further acknowledges, understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Options under the Award Plan to individuals who may be employees of the Company or an Affiliateand any Affiliated Company throughout the world. The decision to grant the Options is a limited and decision that is entered into based upon the express assumption and condition that any Award Option grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Affiliated Company on an ongoing basis, basis other than as expressly set forth in the this Option Agreement. Consequently, the Participant Optionee understands that the Award any grant is granted given on the assumption and condition that the Award it shall not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerAffiliated Company) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is any gratuitous and discretionary, discretionary grant since the future value of the Award Options and the underlying Stock Shares is unknown and unpredictable. The Participant also Additionally, the Optionee understands that the grant vesting of the Award Options is expressly conditioned on his or her continued and active rendering of service to the Employer (or the Company or another Affiliated Company) such that if the Optionee’s employment terminates for any reason whatsoever, his or her Options will cease vesting as described in Section 9 of the Plan (except as expressly provided in Article 9 of the Plan). This will be the case, for example, even if (a) the Optionee is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (b) the Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Optionee terminates service due to a change of work location, duties or any other employment or contractual condition; (d) the Optionee terminates service due to the Company’s or any Affiliated Company's unilateral breach of contract; or (e) the Optionee’s employment terminates for any other reason whatsoever. Consequently, upon termination of the Optionee’s employment for any of the above reasons, the Optionee will automatically lose any rights to the Options granted to the Optionee that were unvested on the date of termination of employment and the Optionee must exercise any vested portion of the Option (if at all) within the applicable post termination exercise period, as described in Part I of the Option Agreement. Finally, the Optionee understands that this grant would not be made to the Optionee but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant of the Award and any right to the underlying shares of Stock Options shall be null and void.

Appears in 1 contract

Samples: Stock Option Grant Agreement (Talend S.A.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision Section 12 of the AppendixAgreement: In By accepting the Award, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Restricted Stock Units under the Award Plan to individuals who may be employees of Service Providers throughout the Company or an Affiliateworld. The decision is limited and entered into based upon the express assumption and condition that any Award Restricted Stock Units will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award grant is granted made on the assumption and condition that the Award Restricted Stock Units shall not become part of any employment or service agreement contract (whether with the Company or any Parent, Subsidiary or Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the this grant of the Award would not be made but for the assumptions and conditions set forth hereinaboveabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award Restricted Stock Units and any right to the underlying shares of Stock Shares shall be null and void. The Participant understands and agrees that, as a condition of the grant of the Restricted Stock Units, the termination of the Participant’s Service for any reason (including the reasons listed below) will automatically result in the loss of the Restricted Stock Units to the extent the Restricted Stock Units have not vested as of date the Participant has ceased active performance of service, as described in Section 6 of the Agreement. In particular, the Participant understands and agrees that any unvested Restricted Stock Units as of the date the Participant has ceased active Service will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of the termination of the Participant’s Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant acknowledges that he or she has read and specifically accepts the conditions referred to in Section 5 of the Agreement.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Logitech International S.A.)

Nature of Grant. This provision section supplements the "Nature Section 1 of Grant" provision of the Appendixthis Exhibit B: In By accepting the AwardRSUs, the Participant consents to participation participate in the Plan and acknowledges that Participant has having received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the AwardRSUs, if the termination of the Participant's ’s employment terminates, unless otherwise provided for any reason will automatically result in the Agreement or by forfeiture of any and all RSUs that have not vested as of the Companydate of termination. In particular, the Participant understands and agrees that any unvested portion of the Award shall RSUs will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination of the Participant’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Furthermore, the Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company or an Affiliatesubsidiary of the Company throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including subsidiary of the Employer, Company on an ongoing basis, basis (other than as expressly set forth in this Agreement and the AgreementPlan). Consequently, the Participant understands that the Award is RSUs are granted on the assumption and condition that the Award RSUs and the related Shares shall not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including subsidiary of the EmployerCompany) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award RSUs would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Stock RSUs shall be null and void.. Notifications

Appears in 1 contract

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

Nature of Grant. This The following provision supplements the "Nature of Grant" provision Section 4.1 of the AppendixRSU Agreement: In accepting the Awardgrant of RSUs, the Participant consents to participation in the Plan and acknowledges that Participant has having received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Award Plan to individuals who may be employees of eligible to receive an Award under the Company or an AffiliatePlan. The This decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, affiliate other than as expressly set forth in the this Agreement. Consequently, the Participant understands that the Award is RSUs are granted on the assumption and condition that the Award shall RSUs and any Shares issued upon settlement of the RSUs are not become a part of any employment or service agreement (whether contract with the Company or any Affiliate, including the Employer) Employer and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts agrees that there the unvested RSUs will be cancelled immediately without entitlement to any Shares underlying the RSUs if the Participant’s service is no guarantee that terminated for any benefit whatsoever shall arise from the grant reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the Award, which is gratuitous and discretionary, since the future value terms of employment under Article 41 of the Award and Workers’ Statute, relocation under Article 40 of the underlying Stock is unknown and unpredictableWorkers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The In addition, the Participant also understands that the this grant of the Award would not be made to the Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the Award and any right to the underlying shares of Stock RSUs shall be null and void.. Notifications

Appears in 1 contract

Samples: Notice and Restricted Share Unit Award Agreement (Mellanox Technologies, Ltd.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Award, if the Participant's ’s employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock cash or Stock, if any, or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock Stock, if any, is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock Stock, if any, shall be null and void.

Appears in 1 contract

Samples: Omnibus Incentive Plan (Loyalty Ventures Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the Awardgrant, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant acknowledges, understands and agrees that: (1) the Plan is established voluntarily by the Company, as a condition of it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (2) the grant of the AwardOption 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; (3) all decisions with respect to future option grants, if any, will be at the Participant's employment terminates, unless otherwise provided sole discretion of the Company; (4) Participant is voluntarily participating in the Agreement or by Plan; (5) the Option and Shares subject to the Option are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, the Employer or any unvested portion Subsidiary or affiliate of the Award shall be forfeited without entitlement Company, and which is outside the scope of Participant’s employment contract, if any; (6) the Option and the Shares subject to the underlying Stock Option are not intended to replace any pension rights or compensation; (7) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any amount as indemnification in the event of a terminationpurposes, including, but not limited to: , calculating any severance, resignation, disciplinary dismissal adjudged to termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event should be with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without causerelating in any way to, individual past services for the Company, the Employer or collective layoff on objective grounds, whether adjudged to be with cause any Subsidiary or adjudged or recognized to be without cause, material modification affiliate of the terms of employment under Article 41 of Company; (8) the Workers' Statute, relocation under Article 40 of Option grant and Participant’s participation in the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award Plan will not economically or otherwise bind the Company or any Affiliate, including the Employer, on be interpreted to form an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether contract or relationship with the Company Company, the Employer or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) Subsidiary or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant affiliate of the Award, which is gratuitous and discretionary, since Company; (9) the future value of the Award and the underlying Stock Shares is unknown and unpredictable. The cannot be predicted with certainty; (10) if the underlying Shares do not increase in value, the Option will have no value; (11) if Participant also understands that exercises his or her Option and obtain Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (12) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from termination of Participant’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 grant of the Award Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company or the Employer, waive his or her ability, if any, to bring any such claim, and release the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; and (13) in the event of termination of Participant’s employment or service (whether or not in breach of local labor laws), Participant’s right to receive an Option and vest in the Option under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed or in service and will not be extended by any notice period mandated under local law (e.g., active employment or service would not be made but for include a period of “garden leave” or similar period pursuant to local law); furthermore, in the assumptions and conditions event of termination of employment or service (whether or not in breach of local labor laws), Participant’s right to exercise the Option after termination of employment or service as set forth hereinabove; thusin Section E.2. above, will be measured by the Participant understands, acknowledges date of termination of Participant’s active employment or service and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions will not be met extended by any notice period mandated under local law; the Board/Committee shall have the exclusive discretion to determine when Participant is no longer actively employed or in service for any reason, the grant purposes of the Award and any right to the underlying shares of Stock shall be null and voidParticipant’s Option grant.

Appears in 1 contract

Samples: Incentive Plan Stock Option Award Agreement (Aruba Networks, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision Sections 2.2 and 4.1 of the AppendixAgreement: In accepting the AwardRSUs, the Participant Associate acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant Associate understands and agrees that, as a condition of the grant of the AwardRSUs, if except as provided for in Section 3.1 of the Participant's employment terminatesAgreement, unless otherwise provided the Associate’s Termination of Service for any reason (including for the reasons listed below) will automatically result in the Agreement or by forfeiture the Company, any unvested portion RSUs and loss of the Award shall Shares that may have been granted to the Associate and that have not vested on the Termination Date. In particular, the Associate understands and agrees that the RSUs will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationthe Associate’s Termination of Service prior to vesting by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Associate understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company Company, its Subsidiaries or an Affiliatea Designated Associate Company. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Wxxxxx Group on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant Associate understands that the Award is RSUs are granted on the assumption and condition that the Award RSUs and the Shares underlying the RSUs shall not become a part of any employment or service agreement contract (whether either with the Company Company, the Employer or any Affiliate, including the EmployerSubsidiary or Designated Associate Company) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Associate understands that the grant of the Award RSUs would not be made granted to the Associate but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Associate acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the grant of the then any RSU Award and any right granted to the underlying shares of Stock Associate shall be null and void.. Notifications

Appears in 1 contract

Samples: Restricted Share Unit Award Agreement (Willis Group Holdings PLC)

Nature of Grant. This provision supplements Section 1 of the "Restricted Stock Unit Award Agreement and the above “Nature of Grant" provision of the Appendix: In accepting the Award, the Participant consents to participation participate in the Plan and acknowledges that Participant has having received and read a copy of the Plan. Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant awards under the Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate over and above the specific terms of the Plan and this Award Agreement. Consequently, Participant understands that the Award is granted on the assumption and condition that such Award and any Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Participant understands that the Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of the Award shall be null and void. Further, Participant understands and agrees that, as a condition of the grant of the Award, if except as provided for in Section 1 of the Restricted Stock Unit Award Agreement, Participant's ’s termination of employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyRSUs to the extent the RSUs have not vested as of the date Participant is no longer actively employed. In particular, except as provided for in Section 1 of the Restricted Stock Unit Award Agreement, Participant understands and agrees that (i) any unvested portion of the Award shall RSUs as of the date Participant’s active employment ends will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged 25 to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.10.3

Appears in 1 contract

Samples: www.sec.gov

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 7 of the AppendixAgreement: In accepting the AwardPerformance Stock Units, the Participant Employee consents to participation participate in the Plan and acknowledges that Participant Employee has received a copy of the PlanPlan and the Agreement. The Participant Employee understands and agrees that, as a condition of the grant of the AwardPerformance Stock Units, if termination of Employee’s employment or other services for any reason (including the Participant's employment terminates, unless otherwise provided reasons listed below) will automatically result in the Agreement or by loss of the CompanyPerformance Stock Units that may have been granted to Employee and that have not vested as of date that Employee is no longer actively employed, as described in Section 7 of the Agreement. In particular, Employee understands and agrees that any unvested portion Performance Stock Units as of the Award shall date that Employee is no longer actively employed will be forfeited without entitlement to the underlying shares of Stock or to any amount as of indemnification in the event of a termination, includingtermination by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant Employee acknowledges that Employee has read and specifically accepts the conditions referred to in Section 7 of the Agreement. Employee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Performance Stock Units under the Award Plan to individuals who may be employees of the Company or an Affiliatea Subsidiary throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Subsidiary on an ongoing basis, basis other than as expressly set forth in the this Agreement. Consequently, the Participant Employee understands that the Award Performance Stock Units is granted on the assumption and condition that the Award shall Performance Stock Units and any shares of Stock issued upon vesting of the Performance Stock Units are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Employee understands that the grant of the Award Performance Stock Units would not be made granted to Employee but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, Employee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award this Performance Stock Units and any right to the underlying shares of Performance Stock Units shall be null and void.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Kbr, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 8 of the AppendixAgreement: In accepting the AwardPerformance Units, the Participant consents you consent to participation participate in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan and the Agreement. The Participant understands You understand and agrees agree that, as a condition of the grant of the AwardPerformance Units, if termination for any reason (including the Participant's employment terminates, unless otherwise provided reasons listed below) will automatically result in the Agreement or by loss of the CompanyPerformance Units that may have been granted to you and that have not vested as of date that you are no longer actively employed, as described in Section 8 of the Agreement. In particular, you understand and agree that any unvested portion Performance Units as of the Award shall date that you are no longer actively employed will be forfeited without entitlement to the underlying shares of Stock or to any amount as of indemnification in the event of a termination, includingtermination by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands You acknowledge that you have read and specifically accept the conditions referred to in Section 8 of the Agreement. You understand that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Performance Units under the Award Plan to individuals who may be employees of the Company or an Affiliatea Subsidiary throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Subsidiary on an ongoing basis, basis other than as expressly set forth in the this Agreement. Consequently, the Participant understands you understand that the Award Performance Units is granted on the assumption and condition that the Award shall Performance Units and any shares of Stock issued upon vesting of the Performance Units are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands you understand that the grant of the Award Performance Units would not be made granted to you but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award this Performance Units and any right to the underlying shares of Stock Performance Units shall be null and void.

Appears in 1 contract

Samples: Performance Award Agreement (Kbr, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 8 of the AppendixAgreement: In accepting the AwardPerformance Units, the Participant consents you consent to participation participate in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan and the Agreement. The Participant understands You understand and agrees agree that, as a condition of the grant of the AwardPerformance Units, if termination for any reason (including the Participant's employment terminates, unless otherwise provided reasons listed below) will automatically result in the Agreement or by loss of the CompanyPerformance Units that may have been granted to you and that have not vested as of date that you are no longer actively employed, as described in Section 8 of the Agreement. In particular, you understand and agree that any unvested portion Performance Units as of the Award shall date that you are no longer actively employed will be forfeited without entitlement to the underlying Performance Units of Stock or to any amount as of indemnification in the event of a termination, includingtermination by reason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands You acknowledge that you have read and specifically accept the conditions referred to in Section 8 of the Agreement. You understand that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Performance Units under the Award Plan to individuals who may be employees of the Company or an Affiliatea Subsidiary throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Subsidiary on an ongoing basis, basis other than as expressly set forth in the this Agreement. Consequently, the Participant understands you understand that the Award Performance Units is granted on the assumption and condition that the Award shall Performance Units and any cash proceeds issued upon vesting of the Performance Units are not become part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the EmployerSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreFurther, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands you understand that the grant of the Award Performance Units would not be made granted to you but for the assumptions and conditions set forth hereinabovereferred to herein; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award this Performance Units and any right to the underlying shares of Stock Performance Units shall be null and void.

Appears in 1 contract

Samples: Performance Award Agreement (Kbr, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision Paragraph 7 of the AppendixAgreement: In accepting the Award, the Participant Grantee acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant Grantee understands and agrees that, as a condition of the grant of the Award, if the Participant's termination of the Grantee’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by the Company, any unvested portion forfeiture of the Award shall and loss of the shares of Stock that have not vested on the date of termination. In particular, the Grantee understands and agrees that the Award will be forfeited without entitlement to the underlying shares of Stock or to any amount as indemnification in the event of a terminationtermination of the Grantee’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Grantee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Awards under the Award Plan to individuals who may be employees of the Company (or an Affiliateany Subsidiary). The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company (or any Affiliate, including the Employer, Subsidiary) on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant Grantee understands that the Award is granted on the assumption and condition that the Award and the shares of Stock underlying the Award shall not become a part of any employment or service agreement contract (whether either with the Company Company, the Employer or any Affiliate, including the EmployerSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Grantee understands that the grant of the Award would not be made to the Grantee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Grantee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the grant of the then any Award and any right to the underlying shares of Stock shall be null and void.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Brightcove Inc)

Nature of Grant. This provision supplements the "Nature of Grant" provision Sections 2.2 and 4.1 of the AppendixAgreement: In accepting the AwardRSUs, the Participant Associate acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant Associate understands and agrees that, as a condition of the grant of the AwardRSUs, if except as provided for in Section 3.1 of the Participant's employment terminatesAgreement, unless otherwise provided the Associate’s Termination of Service for any reason (including for the reasons listed below) will automatically result in the Agreement or by forfeiture the Company, any unvested portion RSUs and loss of the Award shall Shares that may have been granted to the Associate and that have not vested on the Termination Date. In particular, the Associate understands and agrees that the RSUs will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationthe Associate’s Termination of Service prior to vesting by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Associate understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company Xxxxxx Group or an Affiliatea Designated Associate Company. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company, its Subsidiaries or a Designated Associate Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant Associate understands that the Award is RSUs are granted on the assumption and condition that the Award RSUs and the Shares underlying the RSUs shall not become a part of any employment or service agreement contract (whether either with the Company Company, the Employer or any Affiliate, including the EmployerSubsidiary or Designated Associate Company) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Associate understands that the grant of the Award RSUs would not be made granted to the Associate but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Associate acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the grant of the then any RSU Award and any right granted to the underlying shares of Stock Associate shall be null and void.. Notifications

Appears in 1 contract

Samples: Restricted Share Unit Award Agreement (Willis Group Holdings PLC)

Nature of Grant. This provision section supplements the "Nature of Grant" provision Grant section of the Appendixthis Exhibit C: In By accepting the AwardRestricted Stock Units, the Participant consents to participation participate in the Plan and acknowledges that Participant has having received a copy of the Plan. The Participant Grantee understands and agrees that, as a condition of the grant of the AwardRestricted Stock Units, if the Participant's termination of Grantee’s employment terminates, unless otherwise provided for any reason will automatically result in the Agreement or by forfeiture of any and all Restricted Stock Units that have not vested as of the Companydate of termination. In particular, Grantee understands and agrees that any unvested portion of the Award shall Restricted Stock Units will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination of Grantee’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, Grantee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Restricted Stock Units under the Plan to individuals who may be employees of the Company or an AffiliateAffiliate throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Affiliate on an ongoing basis, basis (other than as expressly set forth in this Agreement and the AgreementPlan). Consequently, the Participant Grantee understands that the Award is Restricted Stock Units are granted on the assumption and condition that the Award Restricted Stock Units and the related Shares shall not become a part of any employment or service agreement contract (whether either with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also Grantee understands that the grant of the Award Restricted Stock Units would not be made to Grantee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Grantee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the underlying shares of Restricted Stock Units shall be null and void.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Nuance Communications, Inc.)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 12 of the AppendixAgreement: In accepting the AwardOption, the Participant Optionee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. The Participant Optionee understands and agrees that, as a condition of the grant of the AwardOption, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Optionee’s employment terminatesfor any reason (including for the reasons listed below) will automatically result in the loss of the Option that may have been granted to the Optionee and that have not vested on the date of termination. 37 In particular, unless otherwise provided the Optionee understands and agrees that any unvested Option as of Optionee’s termination date and any vested Option not exercised within the period set forth in the Agreement or by the Company, any unvested portion of the Award shall following Optionee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Option under the Plan to individuals who may be employees of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award Grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant Optionee understands that the Award Option is granted on the assumption and condition that the Award Option and the shares of Common Stock issued upon exercise shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardOption, which is gratuitous and discretionary, since the future value of the Award Option and the underlying shares of Common Stock is unknown and unpredictable. The Participant also In addition, the Optionee understands that the grant of the Award Option would not be made to the Optionee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to the grant Optionee of the Award and any right to the underlying shares of Stock Option shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Non Qualified Global Stock Option Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements the "Acknowledgement of the Nature of Grant" provision this Award section of the AppendixAward Agreement including this Appendix A: In accepting the Awardthis Option, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the Plan. The Participant understands You understand and agrees agree that, as a condition of the grant of the Awardthis Option, if the Participant's employment terminates, unless otherwise except as provided for in the Agreement or by Award Agreement, the Companytermination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not vested on the date of termination. In particular, you understand and agree that any unvested portion Option as of your termination date and any vested Option not exercised within the period set forth in the Award shall Agreement following your termination date will be forfeited without entitlement to the underlying Stock Shares or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, Retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands Furthermore, you understand that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant this Option under the Award Plan to individuals who may be employees of the Company or an any Subsidiary or Affiliate. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, its Subsidiaries or Affiliates on an ongoing basis, basis other than as expressly to the extent set forth in the Award Agreement. Consequently, the Participant understands you understand that the Award this Option is granted on the assumption and condition that this Option and the Award Shares issued upon exercise shall not become a part of any employment or service agreement Service contract (whether either with the Company Company, the Employer or any Subsidiary or Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands you understand that the grant of the Award this Option would not be made to you but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges you acknowledge and freely accepts that, accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the then any grant to you of the Award and any right to the underlying shares of Stock this Option shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Option Award Agreement (Burger King Worldwide, Inc.)

Nature of Grant. This provision supplements the "Nature of Grant" provision Section 7 of the AppendixAgreement: In By accepting the LTI Award, the Participant Grantee acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan and the Agreement. The Participant Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the LTI Award under the Plan to individuals who may provide service the Company or its Subsidiaries or affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that the grant will not economically or otherwise bind the Company or any of its Subsidiaries or affiliates on an ongoing basis other than as set forth in the applicable award agreement. Consequently, the Grantee understands that the LTI Award is granted on the assumption and condition that the LTI Award and any Shares subject to the vesting of the Stock Units shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Furthermore, the Grantee understands and agrees thataccepts that there is no guarantee that any benefit whatsoever shall arise from the LTI Award, which is gratuitous and discretionary, since the future value of the LTI Award, and the underlying Shares, is unknown and unpredictable. Additionally, the Grantee understands that the vesting of the Stock Units covered by the LTI Award is expressly conditioned on the Grantee’s continued and active rendering of service to the Company or the Employer, as applicable, such that if the Grantee’s employment terminates for any reason, except death, Disability, Retirement and certain circumstances at a condition Change in Control, the Stock Units will cease vesting immediately effective as of the grant date of the Award, if the Participant's cessation of active employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of the Award shall be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination, includingreason of, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with causecause (i.e., subject to a “despido improcedente”), disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' ’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any Award will not economically or otherwise bind the Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award shall not become part of any employment or service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Stock is unknown and unpredictable. The Participant also understands that the grant of the Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Award and any right to the underlying shares of Stock shall be null and void.NOTIFICATIONS

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Pra Group Inc)

Nature of Grant. This The following provision supplements the "Nature of Grant" provision paragraph 13 of the AppendixAgreement: In accepting the AwardDeferred Stock Units, the Participant Employee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the Plan. .The Participant Employee understands and agrees that, as a condition of the grant of the AwardDeferred Stock Units, if except as provided for in paragraph 2 of the Participant's Agreement, the termination of the Employee’s employment terminates, unless otherwise provided for any reason (including for the reasons listed below) will automatically result in the Agreement or by loss of the CompanyDeferred Stock Units that may have been granted to the Employee and that have not vested on the date of termination. In particular, the Employee understands and agrees that any unvested portion Deferred Stock Units as of the Award shall Employee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a terminationtermination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant Furthermore, the Employee understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant the Award Deferred Stock Units under the Plan to individuals who may be employees of the Company or an AffiliateMondelēz Group. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Award Grant will not economically or otherwise bind the Company or any Affiliate, including the Employer, Mondelēz Group on an ongoing basis, basis other than as expressly to the extent set forth in the Agreement. Consequently, the Participant Employee understands that the Award is Deferred Stock Units are granted on the assumption and condition that the Award Deferred Stock Units and the shares of Common Stock issued upon vesting shall not become a part of any employment or service agreement contract (whether with the Company or any AffiliateMondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Participant Employee understands and freely accepts that there is no guarantee that any benefit whatsoever shall will arise from the grant of the AwardDeferred Stock Units, which is gratuitous and discretionary, since the future value of the Award and the underlying shares of Common Stock is unknown and unpredictable. The Participant also In addition, the Employee understands that the grant of the Award Deferred Stock Units would not be made to the Employee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Employee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to the grant Employee of the Award and any right to the underlying shares of Deferred Stock Units shall be null and void.. NOTIFICATIONS

Appears in 1 contract

Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

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